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Board Governance Committee (BGC) Minutes 27 July 2010

BGC Attendees:  Dennis Jennings – chair; Rita Rodin Johnston, Ram Mohan, and Raymond Plzak

Staff Attendees: John Jeffrey – General Counsel; Diane Schroeder, and Amy Stathos

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

  1. Consent Agenda: Reviewed and approved, as necessary, all items on the consent agenda. Specifically,
    • Minutes - Approved minutes from 19 June 2010 meeting.

    • Updates - Reviewed updates on: (i) committee membership; (ii) Bylaws revisions per Recommendation on Reconsideration Request 10-1; (iii) disbanding of non-active President’s committees; (iv) Conflicts of Interest statements; (v) Committee self-evaluations; (vi) NomCom Academia member; (vii) Committee skill sets; (viii) Executive Committee charter; (ix) Chair remuneration; (x) 2010 Board, Chair and Director appraisals; (xi) training.

    • Workplan - Adopted revised workplan.
  2. Expressions of Interest (EOI) for Nominating Committee Chair: Reviewed and discussed the EOIs received to date. In light of the time for initial EOI submission and timing of Annual General Meeting this year, the BGC decided to extend the EOI submission date through the end of August.
    • Action: 
      • Staff to post announcement of extension.
  3. BGC and other committee self-evaluation survey: Discussed timing and process for other committees and BGC completing self-evaluation surveys.  Chair authorized staff to send survey to entire committee.
    • Action:
      • Staff to distribute surveys to all BGC members.
      • Staff to collect responses from all committee members and provide to BGC for consideration and analysis.
  4. Board Chair and Vice-Chair Position descriptions: Reviewed and discussed revised position descriptions. Agreed that descriptions should be high-level, but also require enough specifics with which to measure the Chair against.
    • Actions:
      • Staff to revise per BGC suggestions and distribute within 24 hours to BGC.
      • Committee to review and provide final comments within a week
  5. Conflicts of Interest guidelines: Discussed creation of best practice guidelines for handling conflicts of interest to be recommended to ICANN’s sponsoring organizations and advisory committees. The BGC agreed that this item is more appropriately dealt with by staff as opposed to the BGC and should be removed from the BGC workplan.
    • Actions:
      • Staff to remove item from the BGC workplan and pursue work as a staff effort.
      • Staff to report to BGC and Board on progress in creating conflicts of interest guidelines, and seek advice from the Board as necessary.
  6. Communications from community to the Board: Staff presented formal process tree for discussion and consideration, which outlined the process flow for various types of communications that come in through various avenues to the Board. The BGC reviewed and agreed the process was a very good start, and asked staff to further develop definitions of formal advice and public comments, as well as delineating the destinations of the communications and the responsibilities for responding.
    • Action:
      • Staff to revise and present o BGC at meeting after next.
  7. Board member term end dates: Discussed Board Review Working Group (BRWG) recommendation that the Supporting Organizations selected Board members should take their seats at the mid-year International Public meeting. Further discussed that this may also apply to the At-Large Board member once that person is selected. The Committee acknowledged that the BRWG recommendation would not work if no mid-year International Public meeting was held, and discussed possible options to deal with such a circumstance.
    • Actions:
      • Staff to draft resolution for BGC to consider recommending to the Board.
      • Staff to draft proposed Bylaws revisions to reflect recommendation.
  8. Publication of Board papers: Staff reported on the process and timing for posting Board papers supporting 22 April 2010 Board meeting, which were posted simultaneously with the approved minutes from that meeting.  The BGC acknowledged the need for not posting confidential or privileged materials and discussed how best to ensure that such material is not posted, while all other material is posted to enhance accountability and transparency.  The BGC further discussed various other posting options, but agreed to continue posting with the approved minutes to test how the process is working before making and other recommendations to the Board.
    • Action:
      • Staff to continue posting Board materials with approved minutes.