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Minutes | Board Governance Committee (BGC) Meeting 24 January 2020

BGC Attendees: Becky Burr, Ron da Silva, Ihab Osman, Kaveh Ranjbar, León Sánchez, Matthew Shears, and Tripti Sinha (Chair)

Other Board Member Attendees: Harlad Alverstrand, Maarten Botterman, Sarah Deutsch, Chris Disspain, Avri Doria, Lito Ibarra, Manal Ismail, Danko Jevtović, Göran Marby and Nigel Roberts

ICANN Org Attendees: Xavier Calvez (SVP & Chief Financial Officer), John Jeffery (General Counsel & Secretary), Wendy Profit (Board Operations Senior Manager), Jennifer Scott (Senior Counsel), Amy Stathos (Deputy General Counsel), and Theresa Swinehart (SVP, Multistakeholder Strategy & Strategic Initiatives)

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

  1. Review of Prior Action Items – The BGC reviewed items it has already completed, which included the Board communications training item and selecting a new BGC lead for Board operational priorities. The BGC noted the communication training document was completed and that, although the BGC previously discussed scheduling the first Board communication training session to be held during this January 2020 Los Angeles Board Workshop, it will be conducted at a later date. The BGC also noted that the Board Chair indicated that he already reassigned the lead for Board operational priorities to BGC member, León Sánchez.

  2. Responses to Questions from Nominating Committee Review Implementation Working Group – The BGC conducted its final review of the revisions to proposed responses to the questions received from the Nominating Committee (NomCom) Review Implementation Working Group (RIWG) related to the recent recommendations resulting from the NomCom Review. The BGC approved the revisions and the proposed responses will be sent to the Board for consideration.

    • Action: ICANN org to finalize the approved revisions to the proposed responses and send to the Board for review.
  3. Committee Roles With Respect to the Strategic Plan – The BGC received and discussed an update from ICANN org regarding suggestions identifying which Board Committees may be best suited to have oversight responsibility for each of the strategic goals set forth in the Strategic Plan. The BGC was comfortable with the proposed suggestions and also suggested that the proposed responsible Board Committees could coordinate their oversight of the goals with any relevant Board caucuses and/or working groups, if needed.

    • Actions:

      • ICANN org to send the proposed suggestions to the relevant Board Committee Chairs for consideration.
      • ICANN org to later follow up to ensure the suggestions are added to the relevant Board Committee meeting agendas and that committees report back to the BGC with their thoughts on the proposed suggestions.
  4. Summary of Board Member Statements of Interest – The BGC is charged with being knowledgeable about and managing the Board members' conflicts of interest. The Committee has access to all of the Board members' statements and conflicts of interest so that they have the opportunity to help each other realize when conflicts exist and when they should be identified. The BGC began discussing generally their role and review of statements and conflicts of interests declared by individual Board members.

    • Action: ICANN org to add this topic for additional discussion, including time for reviewing all of the Board members' declared conflicts of interest, to the BGC's next meeting agenda.
  5. Working Groups, Caucuses and Board Liaisons to Community Groups – The BGC decided to defer discussion of modifications to the existing document on Board Working Groups, Board Caucuses and Board Liaisons to Community Groups.

    • Action: The BGC to continue the discussion at the BGC's next meeting.
  6. Board Leadership Selection Process Review – The BGC discussed suggested improvements and modifications to the "Practice for Board Engagement in Developing Slate for Board Leadership Selection" (Board Leadership Selection Practice) in anticipation of the next election process, which is to begin in June 2020, including whether the Board's voting should be open rather than done through secret ballot and whether the candidates should be allowed to participate in the presentations and discussions about other candidates for the same positions. The BGC also discussed the impact of the timing of the election process for new Board members.

    • Action: The BGC to continue the discussion at the BGC's next meeting.

Published on 14 February 2020