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Minutes | Meeting of the Governance Committee of the Board (BGC) | 19 December 2022

BGC Attendees: Becky Burr, Edmon Chung, Sarah Deutsch (Chair), Avri Doria, Danko Jevtović, León Sánchez, and Matthew Shears

Other Board Member Attendees: Patricio Poblete and Katrina Sataki

ICANN org Attendees: Franco Carrasco (Board Operations Specialist), John Jeffrey (General Counsel and Secretary), Elizabeth Le (Associate General Counsel), Amy Stathos (Deputy General Counsel), and Theresa Swinehart (SVP, Global Domains and Strategy


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

  1. Agenda review – The Chair opened the meeting and reviewed the agenda. Patricio Poblete noted that the Board Ad-Hoc Group on ccTLD Retirement Policy submitted to the BGC a proposed outline for consideration of future ccNSO policy development recommendations. The BGC Chair acknowledged receipt of the submission and noted that it will be considered at an upcoming BGC meeting.
  2. Board Skillsets Guidance to the Nominating Committee (NomCom) – The BGC reviewed the updated draft Board Skillsets Guidance to the NomCom (Skillsets Guidance), which has been revised to reflect the Committee's discussion at the last meeting. Following discussion, the Committee approved moving forward with the document and requested that ICANN org send the revised document to the BGC Chair for distribution to the Board for input before the Skillsets Guidance is transmitted to the NomCom.

    • Action – ICANN org to send the Skillsets Guidance to the BGC Chair for distribution to the full Board for input before the Skillsets Guidance is transmitted to the NomCom.
  3. Summary of Board Members' Conflict of Interest Disclosure Statements – The BGC reviewed the Summary of Board members' Conflicts of Interest (COI) Disclosure statements (Summary), which will be published as part of a summary og interests on the ICANN website once finalized. The BGC discussed revisions to the Summary and asked ICANN org to update the document to reflect the Committee's discussion before circulating it to the full Board for review. The Committee also discussed that once completed, the BGC will be asked to review the COI disclosure form from the incoming Governmental Advisory Committee (GAC) Liaison to the Board preferably before that Liaison is seated.

    • Actions:

      • ICANN org to update the Summary to reflect the Committee's discussion and circulate the updated Summary to the full Board for input by individual Board members.
      • ICANN org to publish the Summary following review by the full Board.
  4. Board Skills Evaluation Survey – The BGC continued discussing the results for the 2022 Board Self Evaluation Survey. In particular, the Committee discussed the reported results of the phone interviews, especially the constructive comments received. The Committee noted that the Board received the highest overall score than it has over the last eight years since the survey was implemented. The Committee noted that the results of survey will be presented to the full Board at the Board workshop in January 2023. The BGC discussed focusing on some key questions and issues from the survey results for the presentation to the full board.

    • Action – ICANN org to prepare relevant materials for Board consideration.
  5. Revisions to Board Code of Conduct – The Committee reviewed the updated draft revisions to the Board Code of Conduct, which reflects the Committee's comments at its 27 October 2022 meeting. The BGC agreed that the updated draft sufficiently clarifies the circumstances and timing in which Board members should notify the Board Chair when they speak publicly on a matter related to ICANN activities. Following discussion, the Committee approved a recommendation to the Board to approve the revised Board Code of Conduct.

    • Action – ICANN org to prepare relevant materials for Board consideration.
  6. Discussion re Board Minutes of Executive Sessions – The BGC continued its discussion of the proposed enhancement to the reporting of the discussions during Executive Sessions of Board meetings. The BGC noted that the Committee members have reviewed the examples provided by org of this proposal and agreed that proposal enhancements make sense. The BGC also noted that this action is part of the Board's continuous improvements of its transparency requirements.

    • Action: ICANN org to roll out the enhanced reporting methodology.
  7. AOB

    • Edmon Chung requested an update on the pending request from him and another Board member to be added to the Board Caucus on Subsequent Procedures membership. The Committee requested briefing from org on this issue for discussion at the next BGC meeting.

      • Action – ICANN org to brief the issue for the BGC's consideration at its next meeting.

Published on 11 January 2023