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Minutes | Board Governance Committee (BGC) Meeting 21 October 2018

BGC Attendees: Becky Burr (Chair), Maarten Botterman, Ron da Silva, Ram Mohan, and Lousewies van der Laan

Board Member Observing: Chris Disspain, Avri Doria, Lito Ibarra, and Khaled Koubaa

Invited Observer: Tripti Sinha

ICANN Organization Attendees: Susanna Bennett (Chief Operating Officer), Michelle Bright (Director, Board Operations), Franco Carrasco (Board Operations Specialist), Samantha Eisner (Deputy General Counsel), Larisa Gurnick (VP, Multistakeholder Strategy & Strategic Initiatives), John Jeffrey (General Counsel and Secretary), Elizabeth Le (Associate General Counsel), 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. Approval of Minutes – The BGC approved the Minutes of the 14 September 2018 meeting.
  2. Discussion on Upcoming Board Leadership and Committee Membership and Leadership Slating – The Committee reviewed the revised proposed slating for Board leadership and Committee membership and leadership. The Committee approved a recommendation that the Board adopt the recommended slate.
  3. Recommendation re Appointment of Board Representative to Accountability and Transparency Review Team (ATRT) 3 – The BGC Chair explained that a Board wide call for volunteers for the position of Board representative to the ATRT3 was issued. After discussing the Board members who expressed interest in becoming the Board member to sit on the ATRT3, the BGC recommended that the Board approve Maarten Botterman as the Board representative to the ATRT3.

    • Action: ICANN organization to finalize relevant materials for Board consideration.
  4. Board Member Skill Set Guidance to Nominating Committee (NomCom) – The BGC discussed a draft of skill set guidance document to the NomCom for their consideration as they look for Board members to be seated after the 2019 Annual meeting. The Committee noted that this guidance document was extensively revised last year to align with the needs and important skill sets of the Board, which include integrity, intelligence, critical thinking, commitment, collegiality, continuity, diversity, communication skills, cultural awareness, and certain specific skills such as comfort with technology, and management experience. The BGC also noted that it also worked with the NomCom last year to put together, for the first time, a job description for a Board member, which the Board will likely be asked to review again this year. The BGC agreed that the draft guidance letter should be revised as appropriate to address anticipated trends for the next several years. The BGC also agreed that the portion of the guidance letter re: diversity should be revised. The BGC engaged in a discussion about the importance of independent directors and whether the draft letter should be revised to address this concept.

    • Action: The BGC Chair and ICANN org to revise the draft letter and circulate to the BGC for feedback.
  5. 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. Proposed topics for the survey have been drafted and provided to the Board for feedback. The BGC agreed that this project should fall under the umbrella of the BGC's work. The BGC suggested that the project be overseen by the Trust Working Group, which is now subsumed into the BGC. The BGC suggested inviting the Chair of the Trust Working Group to participate in this discussion.
  6. Discussion re Committee Leadership Succession Planning – The Committee continued the discussion from its last meeting regarding succession planning and the appropriateness of having vice chairs as part of a formal succession planning process. The Committee noted that it has an obligation to ensure that there is appropriate succession planning. Accordingly, following the seating of the new committees on 25 October, the BGC will write to each committee chair and ask that each committee identify how the committee plans to ensure that there are other members of the Board ready to step in if the chair is not available or to help out the chair as needed. The focus on succession planning is to ensure that there is sufficient familiarity with the issues among a number of people for each committee so that there isn't a gap in knowledge or inability to move forward with the work of the committees.

    • Action:
      • BGC Chair to prepare and send note to the committee chairs for feedback from the BGC.
  7. Board Member Peer Evaluation Cadence – The BGC reviewed the current Board member peer evaluation cadence, which has been revised to reflect the incoming Board members. The Committee also discussed the need to re-evaluate and update as appropriate the four-question survey, the results of which are sent to the selecting bodies.

    • Action: ICANN org to circulate the last version of the four-question survey to the BGC for evaluation.
  8. 2019 BGC Work Plan – The BGC reviewed the draft work plan for 2019. The Committee discussed revisions for the work plan.

    • Action: ICANN org to revise work plan and circulate to the BGC for feedback.

Published on 26 October 2018