Minutes | Board Governance Committee (BGC) Meeting 6 November 2020

BGC Attendees: Becky Burr, Ron da Silva, Sarah Deutsch, León Sánchez, Matthew Shears, and Tripti Sinha (Chair)

BGC Member Apologies: Ihab Osman

Other Board Member Attendees: Avri Doria, Lito Ibarra, Manal Ismail, Göran Marby, and Patricio Poblete.

ICANN Org Attendees: Michelle Bright, Franco Carrasco (Board Operations Specialist), Mandy Carver (Senior Vice President, Government and Intergovernmental Organization), John Jeffrey (General Counsel and Secretary), Liz Le (Associate General Counsel), Wendy Profit (Board Operations Senior Manager), and Amy Stathos (Deputy General Counsel)

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

1. Agenda review and request to add to Any Other Business (AOB) – The Chair welcomed the new BGC member and reviewed the meeting agenda.
2. Review of Prior Action Items – The BGC Chair recapped the following action items from the prior meeting: (a) ICANN org to prepare Board meeting materials for establishment of Board Strategic Planning Committee; (b) ICANN org to prepare Board materials for approval of slate for Board leadership and Board Committee membership and leadership; (c) ICANN org to update the Board Working Groups and Caucuses tracking sheet to reflect the BGC's input from the meeting; (d) ICANN org to send the list of Board Working Groups and Caucuses to the Chairs of Board Committees that have been identified as potential Sponsoring Committees for their input; and (e) BGC Chair to coordinate an informational session with the full Board on the Board self-evaluation results. Items a, b, c and e have been completed. Item d is underway and expected to be within the next week.

3. Annual Review of BGC Charter – The BGC conducted its annual review of the BGC Charter. The BGC identified a few edits to the BGC charter and ask ICANN org to revise per the discussion and evaluate if any other revisions should be made. The BGC agreed that the BGC Chair and the Chair of the Board Strategic Planning Committee (BSPC) should align on coordinating the development of the Board priorities and their associated deliverables. The BGC asked ICANN org to evaluate whether the Board's cultural guidelines should be referenced in the charter under the "oversight of compliance with ICANN's Board of Directors' Code of Conduct" section.

   • Actions:

     • BGC Chair and BSPC Chair to align on coordinating the development of the Board priorities and their associated deliverables.
     • ICANN org to revise charter and workplan to reflect discussions during meeting..
4. Review of draft 20201 BGC Work Plan – The Committee reviewed the workplan for 2021.
5. Board Working Group on Internet Governance (BWGIG) – The Chair updated the BGC on the discussion that took place among certain members of the BWGIG and its staff regarding the continuation of the working group. It was agreed that the BWGIG should continue, and that the BWGIG's charter should be enhanced. The BGC then agreed on the slate for the BWGIG membership

6. Review Board Skillsets Guidance to Nominating Committee (NomCom) – The BGC Chair recused herself from the discussion out of an abundance of caution for any perceived conflict of interest because her application may be under consideration by the NomCom in the coming year. Ron da Silva led the discussion of the draft Board Skillsets Guidance to the NomCom. The BGC noted that it is important to fully communicate to candidates the workload and time commitment of Board members before they are appointed. Toward this end, the BGC agreed that it may be beneficial to engage with the NomCom appointed Board members to get a sense of the Board role that was described to them and what the Board role was in effect once they are on the Board, and apply the input to the Board Skillsets Guidance to the NomCom.

   • Actions

     • Ron da Silva to coordinate with ICANN org to circulate the draft Board Skillsets Guidance to the NomCom to the full board for input on whether there any changes needed to better align with needs of full Board.
     • Encourage BGC members to have bilateral engagements with NomCom appointed Board members to get a sense of the Board role that was described to them and what the Board role was in effect once they are on the Board, and apply the input to the Board Skillsets Guidance to the NomCom.

7. Revisions to Board Committee and Leadership Selection Procedure Document – In the interest of time, the BGC agreed to review the proposed revisions to the Board Committee and Leadership Selection Procedure and provide their input online for reconciliation at the next BGC meeting.

   • Actions
     • BGC members to review the proposed revisions to the Board Committee and Leadership Selection Procedure and provide their input online for reconciliation at the next BGC meeting.

Published on 25 November 2020