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Minutes | Board Governance Committee (BGC) Meeting 28 August 2020

BGC Attendees: Becky Burr, Ron da Silva, Ihab Osman, Kaveh Ranjbar, León Sánchez, Matthew Shears, and Tripti Sinha (Chair)

Other Board Member Attendees: Maarten Botterman, Sarah Deutsch, Chris Disspain, Avri Doria, and Göran Marby

ICANN Org Attendees: Michelle Bright (Board Content Coordination Director), Franco Carrasco (Board Operations Specialist), John Jeffrey (General Counsel and Secretary), Liz Le (Associate General Counsel), Wendy Profit (Board Operations Senior Manager), Jennifer Scott (Senior Counsel), Amy Stathos (Deputy General Counsel), and Theresa Swinehart (SVP, Global Domains & Strategy)

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

  1. Agenda review and request to add to Any Other Business (AOB) – The Chair reviewed the meeting agenda. The Committee discussed the proposed agenda order and, following discussion, confirmed that the meeting should proceed in order of the proposed agenda.
  2. Review of Prior Action Items – The BGC Chair recapped the action items from the prior meeting and confirmed that all of the prior action items had been completed: (a) ICANN org prepared the Slating Practice document for Board consideration; (b) ICANN org prepared the note to Chris Disspain thanking him for his work on the Board Member onboarding document; (c) ICANN org circulated the revised Board mentorship program documentation to the BGC; and (d) ICANN org updated the tracking spreadsheet of existing Board Caucus and Working Groups with the BGC's input.
  3. Review of Nominating Committee (NomCom) 2021 Leadership – The following Committee members recused themselves from the discussion and left the call out of an abundance of caution to avoid any perception of a conflict of interest: Sarah Deutsch, Ihab Osman, Tripti Sinha. BGC reviewed and discussed the candidates list and candidate Statements of Interests for the Chair and Chair-Elect of the 2021 Nominating Committee (NomCom). The BGC discussed the Committee's recommendations for the NomCom 2021 Chair and Chair-Elect. The BGC approved the recommendations to the Board for the 2021 NomCom Chair and Chair-Elect. Sarah Deutsch, Ihab Osman, Tripti Sinha rejoined the call following the conclusion of this agenda item.
    • Action: ICANN org to prepare materials for Board consideration.
  4. Review of Board Caucuses and Working Groups – The BGC continued its review and discussion of ICANN's org's tracking spreadsheet of existing Board Caucuses and Working Groups. The tracking spreadsheet is intended to be used by the BGC to, among other things, facilitate the BGC's discussion regarding whether each caucus and working group has a charter, a Board sponsoring committee, and whether the caucus or working group is still relevant or can be retired or combined with another group. The BGC continued discussing the information in the tracking spreadsheet as it relates to sponsoring committees for working groups and started discussing the same related to Board caucuses. The BGC proposed revisions and will continue to discuss at its next meeting.
    • Action: ICANN org to update the tracking spreadsheet of existing Board Caucus and Working Groups with the BGC's input from today's meeting.
  5. Review of Committee Slating Guidelines Document – The BGC reviewed and discussed the proposed Committee Slating Guidelines for slating of Board Committees and other Board groups. Following discussion, some changes will be made and the BGC Chair will circulate an updated document for the BGC's review consideration. Upon receiving consensus from the BGC on the proposed Committee Slating Guidelines, the document will be shared with the full Board, in anticipation of the September 2020 commencement of the next slating process cycle for Board Committees and other Board groups.
    • Action: The BGC Chair to circulate the updated Committee Slating Guidelines for the BGC's review. Upon receiving consensus from the BGC on the proposed document, the BGC Chair to share the document with the full Board.

Published on 25 September 2020