Board Governance Committee (BGC) Minutes
BGC Attendees: Dennis Jennings – chair; Rita Rodin Johnston, Ram Mohan, and Raymond Plzak
Other Board members present: Rod Beckstrom, Steve Crocker, and Bruce Tonkin (for consent agenda and Code of Conduct discussion only)
Guest: Cherine Chalaby (Board member to be seated on 10 December 2010) (for consent agenda and Code of Conduct discussion only)
Staff Attendees: John Jeffrey – General Counsel and Secretary, Diane Schroeder, and Amy Stathos
The following is a summary of discussion, actions taken and actions identified:
Consent Agenda: The BGC briefly discussed
the proposed consent agenda and all voting members
in attendance approved the consent agenda items.
The consent agenda approvals include:
- Minutes: Approval of minutes from the last BGC meeting;
- Workplan: Approval of the updated BGC workplan;
- Workplan: Approval of draft 2011 BGC workplan
- Items for 2010-2011 BGC consideration
- Dissolution of DCP-WG: Approve resolution
- NomCom Academia member selection: Approve plan
- Updates: BGC Cartagena Report; Annual Report on Reconsideration Requests; BGC Report to Board; Committee SOPs; collection of Board Skills; Corporate Governance Guidelines; status of 2010 Board self-evaluation; training
Code of Conduct: Committed discussed and approved Code of Conduct Annual Report.
- Action: Staff to post Report.
Conflicts of Interest Statement: BGC reviewed and discussed Board members’ completed conflicts of interest statements.
Reconsideration Request 10-3: The BGC discussed Reconsideration Request 10-3, as amended, and made a recommendation to the Board that the Request be denied as unsupported.
- Action: Staff to post recommendation and put to Board for a vote.
Board Committee Slating: Discussed slating recommendations for Board Committee membership and leadership, and approved and recommended slate for Board approval.