Minutes | Board Governance Committee (BGC) Meeting
BGC Attendees: Becky Burr, Sarah Deutsch, Ihab Osman, León Sánchez, Matthew Shears, and Tripti Sinha (Chair)
BGC Apologies: Ron da Silva
Other Board Member Attendees: Avri Doria, Lito Ibarra, Manal Ismail, and Patricio Poblete
ICANN org Attendees: Franco Carrasco (Board Operations Specialist), Sarmad Hussain (Sr. Director IDN and UA Programs), John Jeffrey (General Counsel and Secretary), Liz Le (Associate General Counsel), David Olive (SVP, Policy Development Support), Wendy Profit (Board Operations Senior Manager), Amy Stathos (Deputy General Counsel), and Theresa Swinehart (SVP, Global Domains and 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. The Chair stated that she would like to move a few items on the agenda, which was agreed to accommodate guests attending the meeting and deal with quick items first.
- Review of Prior Action Items – The BGC Chair recapped the following action items from the prior meeting: (a) 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; (b) ICANN org to prepare Board materials re proposed revision to BGC charter for Board consideration at a later date; (c) ICANN org to prepare Board materials re proposed revisions to the Board Committee and Leadership Selection Procedures; (d) 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; (e) actions resulting from the Board self-evaluation survey to be incorporate into the Board operational priorities document; and (f) some BGC members to include suggestions directed to the Board from the ATRT3 Final Report and the Legitimacy Project into Board operational priorities, as appropriate. The Chair confirmed that all action items have been completed.
- Board Working Group on Internationalized Domain Names (IDNs) and Universal Acceptance (UA) – The BGC continued its discussion on the proposed revisions to the charter for the Board Working Group on IDNs and UA. At the last meeting, the BGC suggested that reference to promoting consumer choice, competition and access for TLDs be removed from the proposed revised charter. Following the BGC's meeting, the working group agreed with the recommendation to remove the above-referenced phrase from the charter. Following discussion, the BGC agreed with the revised charter of the Board Working Group on IDN and UA.
Board Members as Liaisons to Community Group Guidelines – The Committee reviewed and discussed proposed guidelines applicable to the functioning of a Board member who is appointed as a Board liaison to a community group. The proposed guidelines were developed following input from community members and Board members. The BGC suggested that guidelines be revised to define the role of Board liaisons to community groups, to note that there should be two Board liaisons to each group, where possible, that the two liaisons should have different perspectives on the subject matter of the working group, and that the two liaisons should meet periodically to coordinate their work. The Committee further noted that the guidelines should be revised to address the role of the liaisons to community groups vis0-a-vis Board Caucuses and Board Working Groups on the same subject matter as the community group. The BGC requested that ICANN org revise the guidelines to reflect the Committee's discussion and bring it back to the BGC for further consideration. The BGC agreed that the guidelines should be shared with the community.
- Actions: ICANN org to revise the guidelines to reflect the Committee's discussion and bring it back to the BGC for further consideration.
- Finalizing Five Question Survey for Term Ending Members – The Committee noted that it has consulted with the Nominating Committee (NomCom) and that the NomCom did not have any suggested revisions to the Five Questions Survey for the term ending Board members. The BGC agreed that survey is ready to be launched.
- Update on Peer Evaluation Reviews – The Committee received an update on the next tranche of peer evaluation reviews, which will be launched sometime in April.
Update on Review of Delegation of Authority document – Ihab Osman updated the Committee on the status of the review of the Delegation of Authority document, which has proceeded slower than planned. Ihab reported that he and the other BGC members that are working on this review proposed moving the current memo format of the document into a matrix format. Ihab asked ICANN org to assist him with this task. Thereafter,Ihab and the other BGC members working on this issue will review the matrix, identify any gaps, and bring it back to the full Committee for discussion. Following BGC discussion, the issue will be brought to the full Board.
- ICANN org to assist Ihab Osman with moving the Delegation of Authority document into a matrix format.
- Once completed, the small group of BGC members who are working on this issue will review the matrix, identify any gaps, and bring it back to the full Committee for discussion. Following BGC discussion, the issue will be brought to the full Board.
- Outstanding Issues on Board Governance Committee Practice for Board Engagement in Developing Slate for Board Leadership document – The BGC continued its discussion 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 a future meeting.
Suggestions to the Board from ATRT3 Final Report – The Committee continued its discussion of the suggestions for the Board in the ATRT3 Final Report. With respect to the suggestions about the structure of the Board's interaction with the Supporting Organizations (SOs) and Advisory Committees (ACs), the Committee agreed that the Board should endeavor make their meetings with the SOs and ACs during ICANN Public meetings less formal and allow for more interaction. The BGC agreed to continue its discussion at the next meeting.
- Actions: BGC members to look at on the format and structure of the Board's meeting with the SOs and ACs during ICANN Public meetings to see if they can be less formal and more interactive.
Published on 21 April 2021