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Board Governance Committee (BGC) Meeting Minutes 24 October 2009

BGC Attendees: Dennis Jennings – chair; Harald Alvestrand, Steve Goldstein, Ram Mohan, and Raymond Plzak

Apologies: Rita Rodin Johnston

Other Board Member Attendees: Rod Beckstrom, - CEO; Peter Dengate Thrush – Board Chair

Invited Attendees: George Sadowsky

Staff Attendees: John Jeffrey – General Counsel, Samantha Eisner, Diane Schroeder, and Amy Stathos

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

  1. Discussed and approved minutes from prior meeting.
  2. Reviewed status of committee action items identified at last meeting.
  3. Discussed potential committee membership and leadership slate. All voting members in attendance voted in favor of recommending the proposed slate for approval by the new Board to be seated at the Annual Organizational Meeting in Seoul.
    • Action:
      • BGC Chair to submit proposed slate to incoming Board.
  4. Discussed and agreed procedure for identifying candidates for Board Chair and Vice Chair, which will inform BGC slate to be presented for approval by the new Board to be seated at the Annual Organizational Meeting in Seoul.
    • Action:
      • Staff to document procedure and provide to BGC prior to Board workshop on 25 October 2009.
  5. Reviewed and discussed calendar of BGC activities for the upcoming year and adopted the calendar as presented by staff. Also discussed need to prioritize the work and determine if there are areas of particular focus that should be addressed, such as continuing work to improve Board performance.
    • Action:
      • BGC members to review the calendar and provide comments on prioritization of BGC activities.
  6. Received an update on timeframe for the BGC review of terms of reference for the Board/GAC Working Group.
  7. Received a short briefing on the new reviews required under the Affirmations of Commitments and had a preliminary discussion of the BGC’s responsibilities in facilitating the required reviews.
  8. Preliminarily addressed Board liaison participation in Board discussions and reporting.
    • Action:
      • BGC to continue discussions in future meetings.
  9. Accepted the Board Working Group’s referral of the Board compensation issue to the BGC.
    • Actions:
      • General Counsel to provide report to BGC on the legal issues presented and to continue research on compensation of Board members of organizations of similar size, complexity and global nature.