Board Governance Committee (BGC) Meeting Minutes 6 October 2009

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

Apologies: Harald Alvestrand

Staff Attendees: Samantha Eisner, Diane Schroeder, and Amy Stathos

ICANN General Counsel: John Jeffrey

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

1. Discussed and approved minutes from prior meeting.
2. Reviewed status of committee action items identified at last meeting.
3. Discussed and revised potential committee membership slate.
   • Action:
     • BGC Chair to continue discussions with Board members on proposals and report back to BGC at meeting in Seoul.
4. Received update on BGC work calendar to address all BGC responsibilities as set forth in the BGC Charter as well as those projects that arise throughout the year. BGC members agreed to adopt the calendar.
   • Action:
     • Staff to utilize BGC Calendar to drive the agenda for future meetings.
5. Discussed proposed topics for BGC consideration and future work, including formation of a succession plan for Board and Board Committee leadership and recommending metrics for Board Committee performance.
   • Actions:
     • Staff to revise topic list to map to charter headings and address BGC member comments, for consideration in Seoul.
     • Staff to include topics on BGC calendar for BGC consideration in Seoul.
6. Discussed Board conflict of interest statements and need for concise communication to Board members regarding obligations to disclose potential future interests.
   • Action:
     • Staff to prepare requested briefing for discussion in Seoul.
7. Received update from Staff on Board member induction program in Seoul and on Board training program for upcoming year.
   • Action:
     • Staff to circulate note to Board seeking requested training topics and items for upcoming year.
8. Received update on BGC Reports for presentation in Seoul, including a report of activities since Sydney and an Annual Report on Reconsideration Requests.
   • Action:
     • BGC members to review draft reports and provide edits, if any, to staff as soon as possible.
9. Discussed formalizing process for establishing working groups and subcommittees, including creation of charters and forms of reference.
   • Action:
     • Staff to review Board Committee process to determine if it could be easily adapted to working groups and subcommittees.
     • Staff to provide BGC with a briefing relating to the required reviews arising from the Affirmation of Commitments.