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Board Risk Committee (RC) – Minutes 12 July 2013

BRC Members: Steve Crocker; Ram Mohan (Non-Voting Liaison); Thomas Narten (Non-Voting Liaison); Gonzalo Navarro; Mike Silber – Chair; Suzanne Woolf (Non-Voting Liaison)

Apologies: Judith Duavit Vazquez

Other Board Member Attendees: Bill Graham

Invited Attendees: Jonne Soininen

Staff Attendees: John Jeffrey – General Counsel and Secretary; Edward Beck Megan Bishop, Dan Halloran, Patrick Jones, Jacks Khawaja, Jeff Moss, and Erika Randall

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

  1. Approval of Minutes – The BRC approved the minutes from the 21 June 2013 meeting.

  2. DNS Risk Management Framework Overview – Staff provide the BRC an update on Westlake Governance's DNS Risk Management Framework Report prepared for the DNS Risk Management Framework Working Group, which will be discussed during the Durban meeting. Bill Graham informed the BRC of some key changes in the report, and specifically noted that the preliminary framework discussed in Beijing has been put aside. The Report now makes a number of recommendations, such as forming a risk management advisory committee to the Board and strengthening staff resources in some areas. The report should be brought to the BRC soon.

  3. IT Best Practices review and recommendations – Staff provided an update of the current status of the actions being taken to address the IT Best Practices Report, including staff engaging with the Executive Steering Committee on risk issues, working on a portfolio management solution for the technology-related products, and IT governance implementation.

  4. Enterprise Risk Management Function – Staff updated the BRC on the recent hiring of an Enterprise Risk Director who will report to the Chief Operating Officer. The Enterprise Risk Director will be supporting the BRC, and will be responsible for identifying and analyzing enterprise wide-risks and reporting to management and the Board on assessments and recommended actions.