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Minutes | Board Governance Committee (BGC) Meeting 25 August 2021

BGC Attendees: Becky Burr, Ron da Silva, Sarah Deutsch, León Sánchez,

Matthew Shears, and Tripti Sinha (Chair)

BGC Member Apologies: Ihab Osman

Other Board Member Attendees: Maarten Botterman, Lito Ibara, Manal Ismail, Göran Marby

ICANN org Attendees: Michelle Bright (Board Content Coordination Director), Franco Carrasco (Board Operations Specialist), John Jeffrey (General Counsel and Secretary), Vinciane Koenigsfeld (VP, Board Operations), Elizabeth Le (Associate General Counsel), and Amy Stathos (Deputy General Counsel)

The following is a summary of discussions, actions taken and actions identified:

  1. Agenda review – The Chair reviewed the meeting agenda.
  2. Review of past activities –The BGC Chair then recapped the action items from the prior meeting: (i) ICANN org to revise the charter for the Board Caucus on DNS Abuse; (ii) BGC Chair to send out a membership call for the Board Caucus on DNS Abuse; and (iii) ICANN org to prepare relevant materials for the Board's consideration of the BGC's recommendation that the Board approve the revised Board Risk Committee charter. The BGC Chair noted that all three items have been completed.
  3. Nominating Committee (NomCom) 2022 Leadership – The BGC discussed the Committee's discussed the candidates for the NomCom 2022 Chair and Chair-Elect. The assessment included the candidates' interviews and submitted materials. The Committee discussed other relevant materials still to be received, and agreed to continue its discussion to the next meeting.

    • Actions: Upon receipt, ICANN org to provide to the committee additional relevant materials.
  4. Appointment of the ICANN Board Member as a Liaison to the GNSO Registration Data – The BGC Chair stated that she will send a call for Board members who may be interested in serving as a liaison to the GNSO Registration Data scoping team. The Committee discussed whether one or two Board members should be designated as liaisons. The Committee noted that while the GNSO asked for one liaison, as a matter of best practice and pursuant to the Framework for Board Liaisons to Community Groups, it is better to appoint two liaisons rather than one. The second liaison would serve as back up and provide support as needed. The Committee agreed that the ICANN President and CEO will further discuss the matter with the Board Caucus Group on GDPR who is aware of the matter, and that the President and CEO will also reach out to the GNSO Council for clarification.

    • Actions – ICANN President and CEO to further discuss the number of liaisons issue with the Board Caucus Group on GDPR, and reach out to the GNSO Council for clarification.
  5. Slating Discussions – The BGC reviewed the Committee Slating Guidelines (Guidelines) for slating of Board Committees and other Board groups. The BGC Chair noted that the Guidelines are intended to assist with slating and are not intended to be rigid rules. The BGC then discussed membership and leadership of the Board Committees, Board Caucuses, and Board Working Groups, as well as Agenda Block Leads, based upon the Board member's responses from the Board Skills Matrix. The Chair noted that some changes to Board membership that have taken place since the survey was launched may have affected some of the Board members' responses if these changes were known before the surveys were completed. The BGC also noted that there seems to be some misalignment with the data from the surveys and results matrix. The BGC agreed that all Board members should be asked to reconfirm or update their survey results before the next meeting, at which point in time, the BGC will continue the slating discussion. The BGC discussed the number of Board members and the number of Board Committees and agreed that each Director's membership on Committees should be targeted at two or three Committees (except for certain Committees needing very specific skill sets) in order to not stretch the Board members too thin. The BGC noted that the Compensation Committee and Executive Committee will be comprised by the presumptive Chair of the Board, which will then be presented to the BGC for consideration of making a recommendation to the full Board for approval.

    • Actions:

      • ICANN org to again send the survey to Board members.
      • ICANN org to verify that data in results matrix correlates with the data in the survey responses.
      • ICANN org to schedule two BGC meetings before the September Board workshop for the Committee to complete the slating process.

Published on 18 October 2021