Board Governance Committee (BGC) Minutes 4 December 2010

BGC Attendees: Dennis Jennings – chair; Rita Rodin Johnston, Ram Mohan, and Raymond Plzak

Other Board members present: Rod Beckstrom, Steve Crocker, and Bruce Tonkin (for consent agenda and Code of Conduct discussion only)

Guest: Cherine Chalaby (Board member to be seated on 10 December 2010) (for consent agenda and Code of Conduct discussion only)

Staff Attendees: John Jeffrey – General Counsel and Secretary, Diane Schroeder, and Amy Stathos

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

1. Consent Agenda:  The BGC briefly discussed the proposed consent agenda and all voting members in attendance approved the consent agenda items.  The consent agenda approvals include:
   • Minutes:  Approval of minutes from the last BGC meeting;
   • Workplan:  Approval of the updated BGC workplan;
   • Workplan:  Approval of draft 2011 BGC workplan
   • Items for 2010-2011 BGC consideration
   • Dissolution of DCP-WG:  Approve resolution
   • NomCom Academia member selection:  Approve plan
   • Updates: BGC Cartagena Report; Annual Report on Reconsideration Requests; BGC Report to Board; Committee SOPs; collection of Board Skills; Corporate Governance Guidelines; status of 2010 Board self-evaluation; training

2. Code of Conduct:  Committed discussed and approved Code of Conduct Annual Report.

   • Action:  Staff to post Report.

3. Conflicts of Interest Statement:  BGC reviewed and discussed Board members’ completed conflicts of interest statements.

4. Reconsideration Request 10-3: The BGC discussed Reconsideration Request 10-3, as amended, and made a recommendation to the Board that the Request be denied as unsupported.

   • Action:  Staff to post recommendation and put to Board for a vote.

5. Board Committee Slating:  Discussed slating recommendations for Board Committee membership and leadership, and approved and recommended slate for Board approval.