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Minutes | Board Governance Committee (BGC) Meeting

Published 3 December 2015

BGC Attendees: Cherine Chalaby, Chris Disspain – Chair, Erika Mann, Gonzalo Navarro, Mike Silber, Bruce Tonkin, and Suzanne Woolf

Other Board Member Attendees: Steve Crocker, Rinalia Abdul Rahim, Markus Kummer, Asha Hemrajani, and Ron Da Silva

Executive and Staff Attendees: Megan Bishop (Board Support Coordinator), Michelle Bright (Board Support Manager), John Jeffrey (General Counsel and Secretary), Tarek Kamel (Sr. Advisor to the President - Government Engagement), Melissa King (Vice President of Board Support), and Amy Stathos (Deputy General Counsel)


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

  1. Minutes – The BGC approved the minutes from the meeting on 27 September 2015.
  2. Board Committee Membership and Leadership – The BGC discussed proposed membership and leadership for Board Committees to recommend to the Board for approval. The BGC noted that the BGC will present proposed slates for each committee to the Board at the 21 October 2015 Workshop, and the Board will vote on the proposed slates at the 22 October 2015 Board meeting.
    • Action:
      • Staff to submit recommendations to Board for approval.
  3. Board Leadership (Chair and Vice Chair) – The BGC discussed and agreed to recommend to the Board that Steve Crocker be appointed Chair of the Board and Cherine Chalaby be appointed Vice Chair of the Board.
    • Action:
      • Staff to submit recommendations to Board for approval.
  4. Decommissioning the New gTLD Program Committee – The BGC discussed that the New gTLD Program Committee (NGPC) was initially established because several voting Board members, at the time, had potential conflicts with the matters that would be reviewed by the NGPC and the Board anticipated that there would be a large volume of business for the NGPC, warranting the need for a separate committee. The BGC further noted that, with the change in Board members and the decreased workload for the NGPC, there is no longer a need to maintain a separate committee. The BGC then agreed to recommend to the Board that the NGPC be decommissioned.
    • Action:
      • Staff to submit recommendation to Board for approval.
  5. Reconsideration Request 15-18 – Cherine Chalaby and Erika Mann abstained from participation in this matter noting potential perception of conflicts. Staff briefed the BGC regarding Ron Andruff's request seeking reconsideration of the BGC's decision to recommend someone else as the 2016 Nominating Committee (NomCom) Chair, and the ICANN Board's adoption of that recommendation. Specifically, Mr. Andruff suggests that the BGC should not be involved "in the affairs of the supposedly independent Nominating Committee," and that the BGC did not make the Board aware of certain materials facts, and therefore the Board did not consider them, prior to the Board's appointment of the 2016 NomCom Chair and Chair-Elect. After discussion, the BGC found that Mr. Andruff's claims do not support reconsideration. First, ICANN's Bylaws require the Board to appoint the NomCom Chair and Chair-Elect, and the Board has delegated to the BGC the responsibility for recommending candidates for these positions for Board approval. Second, the BGC conducted a careful evaluation process of the several candidates who submitted an Expression of Interest (EOI), which included review of the candidates' EOI statements, two rounds of interviews, and consideration of the 360-degree review of the 2015 NomCom Leadership. The BGC presented its recommendations for the 2016 NomCom Chair and Chair-Elect positions to the Board, which the Board considered and approved. Third, the BGC found that Mr. Andruff has not shown: (i) that the information he cited would have been material to the Board's decision; (ii) that the Board did not consider the information; or (iii) that the Board acted on false of inaccurate information. The BGC therefore concludes that Mr. Andruff has not stated proper grounds for reconsideration, and recommends that Request 15-18 be denied. The BGC further recommends that Mr. Andruff be afforded the opportunity to be heard by the Board pursuant to Article IV, Section 2.12 of the ICANN Bylaws before the Board makes its final determination. 
    • Actions:
      • Staff to submit recommendation to Board for approval.
      • BGC member to ask Mr. Andruff if he would be interested in making presentation to the Board.
  6. Board Working Group on Internet Governance – Staff provided the BGC with an overview of the proposal to establish a Board Working Group on Internet Governance (IG) in order to provide a means for an enhanced dialogue between management working on IG issues and the Board. The intended dialogue is not expected to touch on any operational or implementation issues at the different department levels, but rather will focus on strategic issues. The Internet Governance Working Group (IGWG) is intended to conduct strategic dialogue and discussion of relevant IG issues related to ICANN as part of the global IG Ecosystem, and to provide appropriate guidance to management and staff. The BGC discussed creating a charter for the IGWG and agreed to review it at the next BGC meeting in order to make a recommendation to the Board.
    • Action:
      • Staff to create a charter for the proposed Internet Governance Working Group.
  7. 2016 Board Member Skill Sets – The BGC discussed the draft advice to the Nominating Committee (NomCom) from the BGC on desired Board skill sets, to be used in its selection of Board members based upon its review of the candidates' attributes, experience, expertise, and interests. The BGC discussed potential revisions to the advice and timing to provide its list to the NomCom.
    • Action:
      • BGC Chair to send Board Skill sets to the NomCom.
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."