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Minutes | Board Governance Committee (BGC) Meeting 19 June 2020

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

Other Board Member Attendees: Sarah Deutsch and Avri Doria

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

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

  1. Agenda review and requests to add to Any Other Business (AOB) – The Chair reviewed the meeting agenda. There were no requests to add any other business items.
  2. Review of Prior Action Items – The BGC recapped the action items from the prior meeting and confirmed that the prior action items of scheduling this BGC meeting, revising the Board Skills Matrix Survey form for 2020 to delete the question related to age, and publishing the call for Expressions of Interest (EOI) for the 2021 Nominating Committee (NomCom) leadership, have been completed. ICANN org also confirmed the Board Skills Matrix Survey will be released to the Board members in the coming week. The remaining action items from the prior BGC meeting, regarding the Board Self-Evaluation Survey are part of today's agenda.
  3. Update to Board Self-Evaluation Survey – The BGC received and discussed an update from ICANN org on the results of ICANN org's consultation with external resources regarding use of the term "neutral" on the rating scale for the Board Self-Evaluation Survey and the language used in the survey's questions relating to the evaluation of the Board Chair and Vice-Chair. ICANN org suggested to replace "neutral" on the rating scale with "neither agree nor disagree" and to add the word "effectively" to the questions relating to evaluating the Board Chair and Vice-Chair and the Board itself. The Committee agreed with the suggestions and requested ICANN org update the survey accordingly.

    • Action item: ICANN org to update the Board Self-Evaluation Survey as requested by the BGC and prepare to launch the survey.
  4. Update on Call for Expressions of Interest (EOI) for 2021 Nominating Committee (NomCom) Chair and Chair-Elect – The BGC received and discussed an update from ICANN org on the published Call for EOI for the 2021 NomCom leadership. Specifically, ICANN org informed the BGC that the deadline for the call is 22 June 2020 and, as of 19 June 2020, only two applications had been received and, therefore, suggested an extension to the call deadline. The BGC agreed and directed ICANN org to proceed with extending the deadline for the Call for EOI, while requesting that the extension announcement emphasize the preference for the NomCom Chair and Chair-Elect candidates to possess recent NomCom experience.

    • Action item: ICANN org to publish the extension to the deadline for the Call for EOI promptly.
  5. Discussion on Refining Board Leadership Selection Process – The BGC continued to discuss the current process for Board leadership selection and the issues with the current selection process that have been identified by the sub-group working on refining the process and in prior discussions. The Committee discussed possible solutions to address these issues. The Committee agreed that further discussion is needed at the BGC level before the matter is ready to be presented to the full Board. The Committee agreed to resume the discussion at a separate BGC meeting.

    • Action item: ICANN org to schedule a further BGC meeting within the next few weeks to continue this discussion.

Published on 02 July 2020