Minutes | Board Governance Committee (BGC) Meeting
BGC Attendees: Becky Burr, Sarah Deutsch, Ron da Silva, León Sánchez, Matthew Shears, and Tripti Sinha (Chair)
BGC Apologies: Ihab Osman
Other Board Member Attendees: Avri Doria, Lito Ibarra, and Manal Ismail
ICANN Org Attendees: Franco Carrasco (Board Operations Specialist), Sarmad Hussain (Sr. Director IDN & UA Programs), John Jeffrey (General Counsel and Secretary), Liz Le (Associate General Counsel), Wendy Profit (Board Operations Senior Manager), Amy Stathos (Deputy General Counsel), and Theresa Swinehart (SVP, Global Domains & Strategy)
The following is a summary of discussions, actions taken and actions identified:
- Agenda review and request to add to Any Other Business (AOB) – The Chair reviewed the meeting agenda.
- Review of Prior Action Items – The BGC Chair recapped the following action items from the prior meeting: (a) ICANN org to circulate the summary of Board members' statements of interest to Board members for approval; (b) Ron da Silva to send five question written survey along with a cover note to the Nominating Committee (NomCom); (c) Ron da Silva, in conjunction with ICANN org, to revise and finalize the Board Skillsets Guidance to NomCom document to be sent to the NomCom. The Chair confirmed that all action items have been completed.
Board Working Group on Internationalized Domain Names (IDN) and Universal Acceptance (UA) – The BGC continued its discussion on the proposed revisions to the scope and charter for the Board Working Group on IDN and UA. The BGC discussed the proposed inclusion of the phrase "to promote consumer choice, competition, and access" to the charter and asked that ICANN org revisit the whether the phrase should be readjusted or removed.
- Actions: ICANN org to revisit with the Board Working Group on IDN/UA the BGC's recommendation re: charter revisions and revert back to the BGC.
Proposed Revisions to BGC Charter – The BGC reviewed and discussed the changes to the Committee's Charter based upon its previous discussion. Following discussion, the BGC approved that the revised Charter be provided to the Board for approval.
- Actions: ICANN org to prepare relevant materials for Board consideration at a later date after determining if any other committees have suggested charter revisions.
- Outstanding Issues on Board Governance Committee Practice for Board Engagement in Developing Slate for Board Leadership document – The BGC briefly touched on the two outstanding issues on the Board Governance Committee Practice for Board Engagement in Developing Slate for Board Leadership document - voting methodology and straw poll timing. The Committee agreed that the issues need further discussion, which they agreed to take up at the next meeting.
Revisions to Board Committee and Leadership Selection Procedures document – The BGC discussed the proposed revisions to the Board Committee and Leadership Selection Procedures document to align with the current selection procedures. The document has been updated to reflect that the BGC is also responsible for overseeing the membership of the Board Working Groups and Causes, and to include the changes that were made to the Practice for Board Engagement in Developing Slate for Board Leadership document in August 2020. Following discussion, the BGC approved a recommendation to the Board to approve the revised document.
- Actions: ICANN org to prepare relevant materials for Board consideration.
Suggestions to the Board from ATRT3 Final Report – The Committee reviewed and discussed the suggestions for the Board in the ATRT3 Final Report. The BGC agreed that the Committee members should review the relevant excerpts of the ATRT3 Final Report setting forth suggestions for the Board and the comments relating to those suggestions for further discussion at the next meeting. The Chair noted that some of the suggestions also tie into the results of the Board's self-evaluation, which the BGC suggested be incorporated into the Board operational priorities.
Actions:BGC members to review the relevant excerpts of the ATRT3 Final Report setting forth suggestions to the Board and the comments relating to those suggestions for further discussion at an upcoming BGC meeting.
- Actions:BGC members to review the relevant excerpts of the ATRT3 Final Report setting forth suggestions to the Board and the comments relating to those suggestions for further discussion at an upcoming BGC meeting.
Board Operational Priorities – The Chair indicated that the certain actions resulting from Board self-evaluation will be folded into the Board operational priorities, and that the Chair will work with León Sánchez to formalize the statements that will be incorporated into the document. The Chair also noted that she will work with Lito Ibarra to fold in the suggestions for the Board from the ATRT3 Final Report and the Legitimacy Project into Board operational priorities, as appropriate.
- BGC Chair and León Sánchez to include the actions resulting from the Board self-evaluation survey into the Board operational priorities.
- BGC Chair and Lito Ibarra include suggestions for the Board from the ATRT3 Final Report and the Legitimacy Project into Board operational priorities, as appropriate.
Published on 05 February 2021