Board Governance Committee (BGC) Meeting Minutes 5 February 2014

BGC Attendees: Cherine Chalaby, Chris Disspain, Olga Madruga-Forti, Ram Mohan, Ray Plzak, Mike Silber, and Bruce Tonkin – Chair

Other Board Member Attendees: Steve Crocker

Executive and Staff Attendees: Teresa Elias (Manager, Board Support Operations), John Jeffrey (General Counsel and Secretary), Elizabeth Le (Senior Counsel), and Amy Stathos (Deputy General Counsel)

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

1. Minutes – The BGC approved the minutes from the meeting on 21 January 2014.
2. Review of Summary of Statements of Interest from Board Members – The BGC evaluated the summary of statements of interest of Board members.
3. Board member skill sets report for NomCom – The BGC discussed the Board member skill sets report (the "Report") for the Nominating Committee ("NomCom") and noted the changes to the Report following discussions with the NomCom in Buenos Aires. Specifically, the Report more clearly notes that the skills required are in the aggregate; each Board member need not have all of the required skills. Further, the Report now includes more detail regarding the ability of Directors to work collaboratively with each other and to engage in dialogue and express themselves in a tone and speech that demonstrates mutual respect.
   • Action:
     • BGC Chair to forward to the Board and then to the NomCom leadership.
4. Reconsideration Request 13-22 – Ram Mohan abstained from participation of this matter noting conflicts. Staff briefed the BGC regarding DotMusic's Request see for Reconsideration of ICANN's alleged failure (inaction): (i) to properly supervise the International Centre for Expertise of the International Chamber of Commerce ("ICC") to ensure that appropriately qualified experts are appointed and adequately trained to decide community objections; (ii) to advise the ICC and appointed expert panelists about the Governmental Advisory Committee ("GAC") advice; and (iii) to provide an appropriate appeal process for community objections. After discussion and consideration of the Request, the BGC concluded that the Requester has not stated proper grounds for reconsideration. Specifically, the BGC determined that: (i) there is nothing to support Requester's view that the Expert should have subject matter expertise or that the Expert lacked the necessary training to preside over the objections; (ii) the Requester did not demonstrate any policy or process that requires ICANN to: (a) advise the ICC or the Panel about GAC advice; (b) or to implement any additional appeal or review mechanism (upon request or otherwise). The Bylaws authorize the BGC to make a final determination on Reconsideration Requests brought regarding staff action or inaction; the BGC still has the discretion, but is not required, to recommend the matter to the Board for consideration. Accordingly, the BGC concluded that its determination on Request 13-22 is final; no consideration by the NGPC is warranted.
5. Reconsideration Request 13-23 - Ram Mohan abstained from participation in this matter, noting conflicts. Staff briefed the BGC regarding Ruby Pike, LLC's Request seeking reconsideration of the Expert Determination upholding the Independent Objector's ("IO") limited public interest objection to the application for .HOSPITAL. The Requester claims that the Panel failed to adhere to and apply ICANN processes and policies concerning Limited Public Interest Objections as found in the Applicant Guidebook. After discussion and consideration of the Request, the BGC concluded that reconsideration should be denied because the Requester has failed to demonstrate that the Panel applied the wrong standard in contravention of established policy or procedure. The BGC noted that the Bylaws authorize the BGC to make a final determination on Reconsideration Requests brought regarding staff action or inaction; the BGC still has the discretion, but is not required, to recommend the matter to the Board for consideration. Accordingly, the BGC concluded that its determination on Request 13-23 is final; no consideration by the NGPC is warranted.
6. Reconsideration Request 14-2 - Ram Mohan abstained from participation in this matter noting conflicts. Staff briefed the BGC regarding Requester World Gold Council's Request for Reconsideration of the Expert Determination dismissing the Requester's community objection to June Edge, LLC's application for .GOLD. The Requester claims that the Panel failed to adhere to and apply ICANN processes and policies concerning the standing requirements for making Community Objections as expressed in the Applicant Guidebook. After discussion and consideration of the Request, the BGC concluded that reconsideration should be denied because there is no evidence that the Panel deviated from the standards set forth in the Applicant Guidebook and that the Requester failed to demonstrate that the Panel applied the wrong standard in contravention of established policy or procedure. The BGC noted that the Bylaws authorize the BGC to make a final determination on Reconsideration Requests brought regarding staff action or inaction; the BGC still has the discretion, but is not required, to recommend the matter to the Board for consideration. Accordingly, the BGC concluded that its determination on Request 14-2 is final; no consideration by the NGPC is warranted.
7. Role of, and Potential Compensation for, Board Liaisons – The BGC discussed whether Board Liaisons should be compensated for their service on the Board (not including the GAC Liaison). The BGC noted that Liaisons are appointed to the Board to provide subject matter expertise to the Board in a specific field and are expected to perform in the same manner as voting Board members except that the Liaisons do not vote. The BGC considered whether there are any potential liability issues if Liaisons were to be compensated and asked that counsel further evaluate this issue.
   • Action:
     • Staff to evaluate whether there are any potential liability issues if Liaisons were to be compensated.

Published on 27 February 2014