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Minutes | Board Governance Committee (BGC) Meeting 25 January 2019

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, Lito Ibarra, Manal Ismail, Nigel Roberts, León Sanchez, and Tripti Sinha

ICANN Organization Attendees: Michelle Bright (Director, Board Operations), Franco Carrasco (Board Operations Specialist), Samantha Eisner (Deputy General Counsel), 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. Organizational Effectiveness Committee (OEC) Charter Revisions – The Committee reviewed the proposed changes to the Charter. The BGC approved a recommendation to the Board to approve the proposed Charter amendments.

    • Action(s): ICANN org to prepare materials for Board consideration.
  2. Update on Peer Evaluation Reviews from November 2018 – The Committee received an update on the Peer Evaluation reviews from November 2018. The Reviews have been completed. The Chairman of the Board will endeavor to meet with the Board members who were reviewed over the next few days during the Board's Los Angeles Workshop, schedule permitting. The Chair will meet with the remaining Board members from the November 2018 review cycle in Kobe, Japan during ICANN64. The BGC Chair noted that there were a few requests from some Board members that were part of the November 2018 review cycle to talk with the consultant that facilitated the review, and ICANN org follow up with these Board members and provide them with the option to the consultant.

    • Actions(s): ICANN org to send follow-up emails to Board members that wish to talk with the consultant that facilitated the review.
  3. Discussion re community satisfaction survey of the Board related to Board FY18 priority deliverable 5.1.2. – The BGC review proposed revisions to a draft community satisfaction survey of the Board related to Board FY18 priority deliverable 5.1.2. The Committee discussed the goals of the survey and whether the current topics and questions help the Board achieve the objective of the deliverable. The Committee discussed whether the questions in the current version of the draft survey are premised on assumptions about the knowledge base of the members that will be completing the survey that may not necessarily exist, whether the questions are too subjective, and whether the questions will allow for responses that can be provide meaningful benchmarks. The Committee discussed the possibility of engaging an external professional consulting firm to consult on the development of the survey and asked ICANN org to provide a cost proposal to the Committee for consideration at its next meeting.

    • Action(s):

      • ICANN org to provide a cost proposal regarding evaluation by a professional consulting firm to consult on survey at the next BGC meeting.
      • The responsible BGC members will further develop the survey to capture the issues raised at the meeting.
  4. Board Skillsets Matrix for Three Year Rolling Plan – The BGC reviewed a set of proposed skillsets matrix that would be completed by Board members. The completed matrix will help inform the Board about the skillsets of its members on a three year rolling basis. It is anticipated that the matrix would be used, among other things, to inform the Board's yearly skillsets guidance to the Nominating Committee and to help the Board identify areas for training. Upon discussion, the Committee discussed that the diversity section of the proposed matrix needs to be reviewed and revised. The Committee suggested adding definitions for each skill and a rating system for each skillset way of individuals rating themselves by levels.

    • Action(s):

      • BGC Chair to send email to Committee seeking volunteers to further develop the skillset matrix.
      • BGC Chair to circulate the Nine Belbin Team Roles to the Committee via email.
  5. Review of the Written Four Question Survey for Publication to the Board-member Selecting Bodies - The BGC reviewed a draft of revisions to the current version of the four-question survey that is completed by 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 revisions were based upon the Committee's discussions on this matter at its last meeting and the requests for information from the Nominating Committee (NomCom). It is anticipated that the survey would be completed this year around ICANN64. The Committee discussed that some revisions are needed to Question 4 on the survey to make it more generalized rather than specific to the individual Board members completing the survey.

    • Action(s):

      • BGC Chair to revise survey to reflect the Committee's discussion.
      • ICANN org to provide the revised survey to the consulting firm that helped develop the survey for feedback.
      • Following feedback from the consultants, BGC Chair to send revised survey via email to Committee for consideration.
  6. Any Other Business – The Committee received an update on Board priority deliverables that are relevant for this period.

Published on 14 February 2019