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Board Governance Committee (BGC) Meeting Minutes

21 October 2011; 26 October 2011

BGC Attendees: Cherine Chalaby, Bill Graham, Ram Mohan, Ray Plzak, R. Ramaraj, and Bruce Tonkin – Chair

Other Board Attendees: Sébastien Bachollet (26 October only), Steve Crocker (21 October only)

Staff Attendees: John Jeffrey – General Counsel and Secretary; Diane Schroeder, and Amy Stathos


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

  1. Committee Slating – The BGC discussed and developed a slate of committee members and committee chairs for presentation to the Board for approval. The BGC also discussed the Executive Committee activities and the fact that more reporting regarding Board member expenses is required.
    • Actions:
      • Staff to ensure specific budget for Board member expenses, including travel, in next fiscal year budget.
      • Staff to develop recommendation that Board delegate to CEO authority to approve Board expenses in line with budget.
      • Staff to review Bylaws and Executive Committee charter to determine if any edits are required to achieve the above.
      • CEO to report to Board on periodic basis regarding Board member travel and other expenditures.
  2. Board-GAC Working Group – The BGC discussed the potential members and co-chair of the Working Group, and agreed a list of members to recommend for Board approval.
    • Action:
      • Staff to present resolution establishing working group, its membership, and the Board member to serve as co-chair of the working group, along with GAC selected co-chair.
  3. Conflicts of Interest and Ethics – Staff provided an update to the BGC on the various steps taken in response to the BGC's motion from its 15 September 2011 meeting. Staff reported that it is following three different paths for analysis and review of issues. A leading global expert in accountability and transparency has been approached to help analyze and advise on ethical issues. In addition two separate law firms, including our corporate counsel, as well as an external firm that is not involved in ICANN processes, have been engaged to review and advise on improvements to existing conflicts policies, as well new approaches ICANN can take to enhance ethical regime under which the ICANN Board, staff and community should operate. The goal is to achieve the highest ethical standards. The BGC also discussed setting some specific rules around actions on new gTLDs in order to avoid even an appearance of a conflict of interest.
    • Action:
      • Staff to draft presentation regarding steps being taken, including a timeline for completing and Board approval by March 2012, for full Board consideration and to help inform public session in Dakar.
      • President and CEO to provide direction on a clearly-defined proposal to facilitate a Board statement on how Directors interested in specific new gTLD applications will be restricted from participating in the deliberations and decisions regarding the New gTLD Program.
  4. Preliminary Report – The BGC approved the Minutes from with 5 October 2011 BGC meeting.
  5. DNS Risk Management Framework Working Group – The BGC discussed the potential members, chair and charter of the Working Group, and agreed a list of members to recommend for Board approval.
    • Action:
      • Staff to present resolution establishing working group, its membership, and the Board member to serve as chair of the working group.
  6. Board Compensation – Staff provided the BGC with an update on the status of the Board's consideration of Board compensation. The BGC discussed the nature of the public comments on the proposed revisions to the Conflicts of Interest Policy and Bylaws that would be required to vote on Board compensation, and to be compensated. The BGC also agreed that the use of the term compensation should be used and defined as part of the process so all parties use the same term. The BGC passed a motion to recommend that the Board approve the posting of the Independent Valuation Expert's Report on Board Compensation for feedback. The Report is to be posted for feedback, and not for formal public comment, as the concept of Board compensation has already been subject to numerous public comment periods, and public comment on the level of compensation cannot lead to any changes in the Expert's recommendation, which the Board must rely on in voting whether to approve Board compensation.
    • Action:
      • Staff to present resolution for Board approval to post the Independent Valuation Expert's Report on Board Compensation for feedback.
      • Staff to facilitate posting of Independent Valuation Expert's Report on Board Compensation for feedback and prepare paper for Board consideration during its 8 December 2011 meeting.
Domain Name System
Internationalized Domain Name ,IDN,"IDNs are domain names that include characters used in the local representation of languages that are not written with the twenty-six letters of the basic Latin alphabet ""a-z"". An IDN can contain Latin letters with diacritical marks, as required by many European languages, or may consist of characters from non-Latin scripts such as Arabic or Chinese. Many languages also use other types of digits than the European ""0-9"". The basic Latin alphabet together with the European-Arabic digits are, for the purpose of domain names, termed ""ASCII characters"" (ASCII = American Standard Code for Information Interchange). These are also included in the broader range of ""Unicode characters"" that provides the basis for IDNs. The ""hostname rule"" requires that all domain names of the type under consideration here are stored in the DNS using only the ASCII characters listed above, with the one further addition of the hyphen ""-"". The Unicode form of an IDN therefore requires special encoding before it is entered into the DNS. The following terminology is used when distinguishing between these forms: A domain name consists of a series of ""labels"" (separated by ""dots""). The ASCII form of an IDN label is termed an ""A-label"". All operations defined in the DNS protocol use A-labels exclusively. The Unicode form, which a user expects to be displayed, is termed a ""U-label"". The difference may be illustrated with the Hindi word for ""test"" — परीका — appearing here as a U-label would (in the Devanagari script). A special form of ""ASCII compatible encoding"" (abbreviated ACE) is applied to this to produce the corresponding A-label: xn--11b5bs1di. A domain name that only includes ASCII letters, digits, and hyphens is termed an ""LDH label"". Although the definitions of A-labels and LDH-labels overlap, a name consisting exclusively of LDH labels, such as""icann.org"" is not an IDN."