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Board Governance Committee (BGC) Minutes (Revised) 19 June 2010

A prior version of these Minutes is available at

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

Other Board Member Attendees: Peter Dengate Thrush

Staff Attendees: John Jeffrey – General Counsel; Samantha Eisner, 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 20 May 2010 meeting.

    • Workplan - Adopted revised workplan.

    • Committee membership - Approved recommendation to Board on Board Committee appointments.

      • Action: Staff to forward proposed resolution to Board for approval

    • Recommendation on Reconsideration Request 10-1 - Approved recommendation to the Board that it adopt Bylaws revisions as posted for public comment.

      • Action: Staff to forward proposed resolution to Board for approval

    • Conflicts of Interest Policy - Agreed that no revisions are required to the Board Conflicts of Interest Policy.

      • Action: Staff to distribute conflicts of interest forms for Board members to complete.

    • Updates - Reviewed updates on: (i) annual confirmation of code of conduct; (ii) Board member training; (iii) posting of Board and Chair appraisals; and (iv) Chair remuneration.

  2. Committee Self-Evaluation: Staff reported on format and process used to create survey for committee self-evaluation. Committee discussed whether to develop a separate committee chair evaluation and whether that should delay distribution of the already drafted committee self-evaluation.

    • Actions:
      • Staff to prepare and distribute surveys to all committees for consideration at their next meetings.
      • Staff to begin developing committee Chair-specific survey for distribution at a later time.
  3. Board Chair and Vice-Chair Position descriptions – Reviewed and discussed various aspects of position descriptions. Agreed that description needed to be high-level, but also needed to have enough specifics with which to measure the Chair against. Discussed whether this description was needed in advance of posting a proposed Bylaws revision for public comment on Chair compensation.

    • Actions:
      • Committee members to provide staff with suggested revisions to position description.
      • Staff to revise position description and revert to BGC for consideration while in Brussels
  4. Nominating Committee (NomCom) Chair – Discussed and reviewed last year's position description and timing for posting same in accordance with NomCom time limitations. Agreed to post after obtaining former NomCom Chair's comments.

    • Actions:
      • BGC Chair and staff member to discuss revisions with former NomCom chair.
      • Upon receipt of revisions, staff to post call for expressions of interest.
  5. NomCom Academia member – Discussed fact that the BGC has been identifying NomCom Academia member each year on somewhat ad hoc basis for approval by the Board, and not directly following Bylaws calling for identification of entity to select NomCom Academia member. Discussed developing resolution setting forth process moving forward.

    • Action
      • Staff to draft proposed resolution for Board consideration in Brussels.
  6. Committee Skill Sets – Discussed progress in obtaining skill set recommendations from committees, which were to be compiled and presented to Board Chair for discussion with NomCom Chair.

    • Actions:
      • Committee chairs who have not responded shall be requested by staff to do so.
      • Staff, at BGC direction, shall compile those skill sets and provide to Board Chair
  7. Disbanding non-active Committees – Discussed and approved to recommend proposed Board resolution to disband non-active committees.

    • Action:
      • Staff to forward resolution to Board for approval.
  8. Executive Committee Charter: Reviewed revised charter and agreed to forward to Executive Committee for consideration

    • Actions:
      • Staff to forward Executive Committee Charter to Executive Committee for review and approval.