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Minutes | Board Governance Committee (BGC) Meeting 7 December 2018

BGC Attendees: Becky Burr (Chair), Maarten Botterman, Ron da Silva, Khaled Koubaa, and Matthew Shears

Other Board Member Attendees: Cherine Chalaby, Chris Disspain, Avri Doria, and Tripti Sinha

ICANN Organization Attendees: Michelle Bright (Director, Board Operations), Franco Carrasco (Board Operations Specialist), John Jeffrey (General Counsel and Secretary), Aaron Jimenez (Board Operations Senior Coordinator), Vinciane Koenigsfeld (Director, Board Operations), Elizabeth Le (Associate General Counsel), Cyrus Namazi (VP, Domain Name Services & Industry Engagement, Global Domains Division), Wendy Profit (Senior Manager, Board Operations), Lisa Saulino (Board Operations Sr. Coordinator) and Amy Stathos (Deputy General Counsel)

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

  1. Board Skillsets Guidance to the Nominating Committee (NomCom)The Committee reviewed and discussed some additional suggested revisions to the Board Skillsets Guidance to the NomCom document since the last meeting. The discussion touched upon skillsets relating to continuity, independence, ability to connect with the community, and diversity.

    • Action(s):
      • Committee to further revise and finalize the Board Skillsets Guidance to NomCom document to capture the issues raised during the meeting.
      • Circulate the final document to the full Board.
      • Board Chair to transmit final document to the NomCom.
  2. Discussion re community satisfaction survey of the Board related to Board priority deliverable 5.1.2. – The BGC received an update on the status of the community satisfaction survey of the Board related to Board priority deliverable 5.1.2, including the process by which the survey will be conducted and the content of the survey. The BGC noted that further work is needed on the development of the draft proposed survey topics, including engaging the leadership of the Supporting Organizations and Advisory Committees for input on the survey. The BGC further noted a need to refine the purpose of the survey, and agreed that the survey should only focus on the Board, as the aspect of the community's satisfaction of ICANN organization is already captured in other surveys.

    • Action(s): The responsible BGC members will further develop the survey to capture the issues raised at the meeting.
  3. BGC Succession Plan – The Committee discussed the goal of the succession plan, which is to ensure that there are people who are fully up to speed on all the aspects of the Committee work that can step in if such a need arises. The BGC discussed several possible approaches.

    • Action(s): BGC Chair to circulate a proposal to the Committee on a path forward.
  4. Revised 2019 BGC Work PlanThe BGC reviewed the revised draft work plan for 2019. The Committee noted that the three-year rolling plan should be added to the work plan.

    • Action(s): ICANN org to revise work plan.
  5. Review of the Written Four Question Survey for Publication to the Board-member Selecting Bodies and Peer Evaluation SurveysThe BGC reviewed the four-question survey that is completed by Board members for the Board members who are in the third year of their terms. The information from the survey is made available to the ICANN bodies that select the Board members. The BGC discussed whether information resulting from the survey is helpful to the Board-member selecting bodies and whether some revisions to the survey are needed. The Committee noted that the Nominating Committee has indicated that it would like more objectives, metrics, and criteria for evaluation, rather than general feedback, from the survey. The NomCom has indicated that it will provide the BGC with some questions. The BGC agreed that it should wait to receive the questions from the NomCom and re-evaluate whether and how the survey should be revised thereafter.

    With respect to the Peer Evaluation surveys, the BGC noted that the next group of reviews will commence shortly, the results of which are meant to serve as feedback to the Board members themselves and not necessarily provide to the Board-member selecting bodies.

    • Actions: 
      • The BGC Chair to circulate proposed revisions to the survey related questions provided by the NomCom for further discussion by the Committee.
      • BGC Chair to send a note to full Board re commencement of next group of Peer Reviews.
  6. Annual Review of Board Members' Conflicts of Interest Disclosure Statements – The BGC reviewed the Board members' annual Conflicts of Disclosure statements, which will be published on the ICANN website. The Committee discussed developing a form that sets forth Board members' interests as it relates to ICANN that are not necessarily conflicts.

    • Actions: ICANN org to prepare and circulate a summary of Board members' statements of interest to Board members for approval and publication.

Published on 21 January 2019