Board Governance Committee (BGC) Minutes 26 April 2010

BGC Attendees: Dennis Jennings – chair; Rita Rodin Johnston, Ram Mohan, and Raymond Plzak

Staff Attendees: Rod Beckstrom – ICANN President and CEO, John Jeffrey – ICANN General Counsel, David Olive – Vice President, Policy Development; Samantha Eisner, Diane Schroeder, and Amy Stathos

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

1. Discussed and approved minutes from prior meeting.
2. Received update from staff on action items identified at prior meeting and corresponding updating of BGC workplan to include new action items.
   • Action:
     • BGC members to review updated workplan and by email provide BGC Chair with any comments or changes regarding items scheduled for consideration at the BGC meeting in May.
3. Discussed status of additional work, research and analysis to be completed in advance of BGC meeting in May to facilitate Board discussion and formal consideration of the issue of remuneration of the Chair of the Board. Noted potential process related issues for further BGC discussion.
   • Action:
     • Staff to continue preparation and coordination of ongoing work, research and analysis to provide to BGC in advance of meeting in May.
4. Reviewed the structure of the Regional At-Large Organizations and At-Large Structures and discussed potential governance issues identified by the Structural Improvements Committee (SIC) that may benefit from BGC consideration in advance of completion on SIC work on creation of a voting seat on the Board selected by the At-Large community.
   • Actions:
     • Staff to provide summary and analysis of public comments received on the selection process proposed by the At-Large director selection team of the ALAC.
     • Staff to provide a paper on the risk of capture, if any, in the selection process as proposed.
     • BGC to report back to the SIC regarding the resolution of governance-related concerns related to the seating of a voting member on the ICANN Board by the At-Large community.
5. Discussed status of Board member skill identification for presentation to the Nominating Committee for informational purposes.
   • Action:
     • Staff to coordinate with supporting staff for all Board committees to inform of this work and to have supporting staff submit an annual reminder to the committee chairs to seek a revisiting of the skill sets needed on each committee.
     • Staff to draft a description of the process used to identify desired skill sets for Board members to assist the BGC in future communications on the topic.
6. Discussed potential choices for implementation of the Board Review Working Group comment regarding standardization of timing of terms of Board members selected by Sponsoring Organizations to address transitions happening between ICANN public meetings.
   • Action:
     • Staff to produce paper describing potential solutions if a public meeting is cancelled and a Board member transition was to occur at that meeting.
     • Staff to place issue of uniform Board terms on BGC workplan for future discussion and consideration.
7. Engaged in initial discussion regarding slating of Board committees in light of upcoming transition of a Board seat.
   • Action:
     • BGC members to review spreadsheet on slating as circulated by BGC chair and provide comments by email.
     • BGC to discuss slating recommendations at May meeting.
8. Received update on staff work to prepare for Board committee self-evaluations and began discussion of scope of publication of results of self-evaluation work.
   • Action:
     • Staff to provide draft of general self-assessment questionnaire by BGC meeting in May, and drafts of committee-specific questionnaires by BGC meeting in Brussels.
9. Received update from staff on ongoing work for the BGC, including status of publication of the Board self-assessment completed in 2009; creation of process to handle communications to the organization; Board member annual affirmation of code of conduct; and status of the proposed Bylaws revisions drafted to address Reconsideration Request 10-1, while staff works to comply with the suggestions within the Bylaws revisions prior to formal approval by Board.
   • Action:
     • Staff to continue to update on status of publication of Board self-assessment materials.
     • Staff to provide “tree” outlining where communications come in and how they are handled internally, to inform the further creation of a communication handling process.
     • Staff to seek input from new Vice President of Communications on creation of a communication handling process.
     • Staff to collect annual affirmation of Code of Conduct from all Board members at the beginning of the Board retreat in Dublin.
     • Issue of use of email and institution of proper headers in staff communications to Board to be placed onto BGC agenda at future meeting.
10. Reviewed Executive Committee formation and charters from other companies and discussed changes needed to the formative documentation for ICANN’s Board Executive Committee, including the need for a charter and further specification of powers.
    • Action:
      • Staff to revise proposed Board Executive Committee Charter to address BGC comments.