Board Governance Committee (BGC) Meeting Minutes
BGC members present: Roberto Gaetano, Steve Goldstein, Dennis Jennings – chair, and Rita Rodin Johnston
Other Board members present: Harald Alvestrand, Peter Dengate Thrush, Ray Plzak, Mike Silber
Staff Members Present: Samantha Eisner, John Jeffrey, Diane Schroeder and Amy Stathos
The following is a summary of discussion, actions taken and actions identified:
- Discussed and approved minutes from prior meeting, with one abstention due to absence from prior meeting.
- Action: Staff to confirm that all members have proper access to tools for online approval of minutes going forward.
- Reviewed status of committee action items identified at last meeting.
- Reviewed committee selections approved by BGC and recommended for approval by Board.
- Discussed status of call for expressions of interest for Nominating Committee (NomCom) Chair, which was posted on 5 June 2009 and closes 10 July 2009.
- Action: Staff to continue forwarding expressions of interest to BGC chair.
- Discussed process for selecting NomCom Research and Academia representative (R&A) and whether BGC needs to formalize process or identify entity other than BGC to be responsible for R&A selection in the future.
- Staff to provide recommendations on how to formalize process, including potential referral to the Structural Improvements Committee to determine given NomCom and GNSO reviews;
- BGC chair and member to reach out to potential candidates for selection this year.
- Discussed development of process for BGC to provide guidance to NomCom regarding the identified skill sets needed on Board, while acknowledging and maintaining independence of NomCom.
- Action: Staff to prepare a paper on how guidance may be transmitted to the NomCom.
- Discussed suggested revisions to Conflicts of Interest policy resulting from public comments received.
- Staff to further revise policy to state that, in addition to identifying a potential conflict on a particular matter and abstaining from voting on that matter, a director with an identified potential or actual conflict should not participate in deliberations on the matter unless invited by a majority of other Board members to do so;
- BGC to determine if further revised policy requires additional public comment;
- Staff to draft note for BGC to present to Board chair setting out process for immediate implementation;
- Staff to develop process to research potential conflicts in view of each Board agenda to assist in identifying conflicts;
- Staff to provide briefing to BGC on evolving definition of an independent director.
- Discussed Board induction program creation.
- Action: Staff to circulate to BGC materials on proposed induction program as considered by Staff and committee chair.
- Discussed status of creation of electronic workplan, using existing methods, for tracking of BGC activities.
- Action: Staff to provide BGC with sample of electronic workplan for discussion at next BGC meeting.
- Discussed creation of future Board training programs and process to gather feedback from those sessions.
- Action: Staff and committee chair to continue to formalize training program for next year; Staff to create a formal feedback process.
- Discussed Board self-assessment and BGC test of online assessment system.
- BGC agreed to recommend that the Board adopt the tested online program;
- Board to perform the Board, Chair, and Board members self-assessment over next months; and
- review the results at Board retreat in September 2009.
- Discussed BGC’s role in consideration of Board and Chair remuneration.
- Staff to develop a process note on how to move forward to allow the Board to consider whether to offer remuneration to the Board Chair;
- BGC to poll other Board members to determine how many would consider accepting compensation if it is available.
- Discussed Board leadership selection process.
- Action: Staff to prepare a chart of length of service of Board members.
- Discussed and unanimously approved charter for CEO Selection Committee.
- Discussed Executive Committee charter.
- Action: BGC to address at next meeting.
- In anticipation of Board approval of the BGC recommendations on future committee membership, the chair thanked Roberto Gaetano for his contributions and service to the BGC.