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Board Governance Committee (BGC) Meeting Minutes 4 May 2012

BGC Attendees: Cherine Chalaby, Bill Graham, Ray Plzak, R. Ramaraj, Mike Silber, and Bruce Tonkin – Chair

Apologies: Ram Mohan

Other Board Member Attendees: Sébastien Bachollet, Steve Crocker, Chris Disspain, Erika Mann

Staff Attendees: John Jeffrey – General Counsel and Secretary; David Olive – Vice President, Policy Development; Samantha Eisner, Denise Michel, Diane Schroeder, and Amy Stathos

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

  1. Minutes – The BGC approved the minutes of its prior meetings in March 2012.
  2. Call for NomCom Leadership – The BGC discussed the posting of a call for expressions of interest for the Chair-Elect position of the Nominating Committee.
    • Action:
      • Staff to post call for expressions of interest.
  3. ATRT Recommendation Implementation – The BGC discussed the provision of identification of Board member skill sets to the Nominating Committee (NomCom). On the transparency of the NomCom process, the BGC discussed the provision of some minimum requirements to be followed by every NomCom, such as a timeline, as well as requirements for consultation with the entities to which they are making selections, and reporting requirements. The BGC agreed to inform the Board that the guidelines would be forwarded to the NomCom for review and comment. After NomCom consideration, the guidelines would then be posted for comment in anticipation of Board approval around the Prague meeting.

    For Recommendation 23, staff reported on the status of the call for expressions of interest to serve on the committee of independent experts, for which only four persons applied. The BGC discussed some of the candidates, as well as ideas for further outreach for additional candidates, including the potential for use of advertising and seeking word of mouth recommendations.

    For Recommendation 24 (Ombudsman), he has recommended that there be a formal reporting structure to the Board through a committee of the Board for efficiency.  Reporting to the full Board would still be available as necessary. The BGC discussed the proper committee to serve as that reporting liaison and agreed to recommend to the Board that the Ombudsman liaise through the Executive Committee for investigation and reporting issues, and through he Compensation Committee for compensation and performance matters.  The BGC also approved a recommendation that these liaison responsibilities be added to the relevant committee charters.

    For Recommendation 6, the BGC discussed a document created that poses some questions regarding the policy consultation question. The BGC suggested that the question paper could serve as a basis of a discussion paper for the community, and agreed that it would have broader conversation in the BGC and then with the Board.  The BGC suggested the use of additional tools to help advance the discussion, such as flow charts, short definitional paragraphs and the provision of some criteria. The paper should be provided to ACs and SOs for initial vetting and comment, and a community session is expected to occur at the Toronto meeting.

    • Action:
      • BGC Chair to circulate the skill set identification to the Board for review, and then provide to the NomCom.
      • BGC Chair to serve as the shepherd to carry the NomCom guideline item through Board consideration.
      • Staff to coordinate the placement of an ad to solicit more interest for committee of independent experts reviewing the accountability mechanisms, as well as seek recommendations from the experts working with ICANN on the conflicts and ethics work.
      • Staff to forward the BGC's recommendation on the reporting structure of the Ombudsman to the Board for consideration.
      • Staff to provide revised paper with definitions and criteria regarding Recommendation 6 for discussion with the Board in Prague.
      • Board members to provide comments on the staff paper on Recommendation 6.
  4. Governance, Ethics and Conflicts Work – The BGC discussed the status of the documents provided by Jones Day that were published during the Costa Rica meeting, as well as reports from Cooley on ICANN's ethics/conflicts framework. The BGC recommended that the proposed Corporate Governance Guidelines be modified to incorporate the resolution the Board passed regarding post-service employment relating to the New gTLD Program, and agreed to recommend that the Board adopt the documents produced by Jones Day. In addition, the BGC noted the import of communicating that these are living documents, subject to change, and that work is continuing on the issue of service after leaving the Board. Regarding the post-service limitation in place for the New gTLD Program, the BGC noted that this should be highlighted for the NomCom to consider and inform candidates for the Board. As discussed at the BGC meeting in Costa Rica, there is a need for simplified versions of the documents comprising the ethics framework, for both community comprehension as well as for use within the Board to assure that the rules are being followed.

    The BGC also discussed the work of the international independent ethics experts who are working on their report at this time. 

    • Action:
      • Staff to work toward developing simpler documentation to make it more clear about how the entire ICANN community fits into the ethics framework.
      • Staff to forward BGC recommendation to the Board to adopt the Corporate Governance Guidelines and revised Conflicts of Interest Policy, Code of Conduct and Expected Standards of Behavior.
      • Staff to post the recommendations from Cooley.