Board Governance Committee (BGC) Minutes 6 March 2010

BGC Attendees: Dennis Jennings – chair; Rita Rodin Johnston; Raymond Plzak

Apologies: Ram Mohan

Other Board member attendees: Rod Beckstrom; Peter Dengate Thrush; Jonne Soininen

Staff member 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. Discussed and approved minutes from prior meeting and open action items.
2. Discussed plan for undertaking additional work, research and analysis as appropriate to provide briefing to the Board to allow for formal consideration of the issue of remuneration of the Chair of the Board.
   • Action:
     • Staff to identify key milestones and provide at the BGC’s next meeting a timeline for completion of the additional work relating to Chair remuneration.
3. Discussed midterm slating in light of two Board members’ terms expiring and whether the processes that are in place for slating the positions are sufficient and complete. Also discussed what information and recommendations have been made with respect to the timing of term ending.
   • Action:
     • Staff to review all materials referencing when the terms of Board members appointed by Supporting Organizations should end and report back to the BGC.
4. Discussed Reconsideration Request 10-1 and Recommendation in response to the Request.
   • Actions:
     • Staff to draft Recommendation in accordance with BGC direction and to provide to the BGC for review and recommendation to the Board for approval.
     • Staff to post the BGC Recommendation in response to RR 10-1 in a timely fashion.
5. Discussed the process to enhance and ensure annual Committee self-evaluation and reporting to the full Board, which will help the BGC conduct the required annual reviews of each Board committee. The committee discussed the recommendations that each committee conduct an annual charter review in connection with an annual committee self-review. Such review will help the committee and the BGC determine if the committee is operating efficiently and effectively. Further, the committee discussed timing of reporting the results of these annual reviews to the Board.
   • Action:
     • Staff to develop a self-evaluation survey including general topics for all committees and specific topics for each committee. The survey to be distributed in advance of next BGC meeting.
6. Discussed the process for identifying the Chair and Research and Academia (R&A) representative of the NomCom. Although it was anticipated that the NomCom independent review final report would recommend a change to the body that selects the NomCom R&A representative, it did not. The committee determined that the formal process for selecting the NomCom Chair is in place, but that the process for selecting the R&A representative needs works. Staff noted that under the Bylaws, the Board is tasked with selecting an entity (rather than an individual) to represent academic and similar organizations.
   • Action:
     • Staff to investigate and identify entities for consideration.
7. Discussed the need to maintain the independent nature of the NomCom, but to provide the NomCom, through the Board Chair, information relating to skill sets needed on the Board.
   • Action:
     • Staff, on BGC’s behalf, to solicit input from all committees regarding skill sets they believe beneficial for future Board members and provide that information to the Board Chair.
     • Board Chair to provide information about skill sets to NomCom Chair.
8. Briefly discussed a uniform computer applications list that all Board members must be able to utilize and that should be presented with the Board members’ induction materials.
9. Discussed resolution re: Board member training, which sets out principles for importance of a more formal training program for Board members.
   • Action:
     • Committee members to revise resolution and provide for Board approval.
10. Discussed BGC’s role in At-Large Board member selection and discussed the fact that the Board has not authenticated any of the groups within the At-Large that may be voting on the Board member, as the Board has done for groups within each of the Supporting Organizations that elect Board members.
    • Action:
      • Staff to raise the issue with ALAC and continue to communicate with ALAC on process development.
      • Staff to prepare background paper on At-Large structure and ALAC process development for Board member selection.