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Minutes | Board Governance Committee (BGC) Meeting 10 December 2021

BGC Attendees: Becky Burr, Sarah Deutsch, Danko Jevtović, León Sánchez, and Tripti Sinha (Chair)

BGC Member Apologies: Avri Doria and Ihab Osman

Other Board Member Attendees: Manal Ismail, Patricio Poblete, and Katrina Sataki

ICANN org Attendees: Michelle Bright (Board Content Coordination Director), Franco Carrasco (Board Operations Specialist), John Jeffrey (General Counsel and Secretary), Elizabeth Le (Associate General Counsel), Amy Stathos (Deputy General Counsel), and Theresa Swinehart (SVP, Global Domains and Strategy)

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

  1. Agenda review – The Chair welcomed the new Committee members. The Chair then reviewed the meeting agenda. The Chair requested and the committee agreed to move discussion of the Committee's 2022 work plan earlier in the meeting.
  2. Annual Review of Conflicts of Interest Disclosure Statements – The BGC reviewed the Board members' annual Conflicts of Interest Disclosure statements, which will be published on the ICANN website once finalized. The BGC noted that identifying potential conflicts is an ongoing active process throughout the year and that Conflicts of Interest Disclosures should be updated whenever Board members identify a new actual, potential or perceived conflict of interest.

    • Action: ICANN org to circulate the summary of Board members' statements of interest disclosures to Board members for review and then publish.
  3. Review of 2022 Work Plan The Committee reviewed and discussed its work plan for 2022. The Committee discussed adding a review of the governance structure of Board Caucuses and Working Groups and the interplay with Board Committees to the work plan.

    • Action: ICANN org to update the workplan to reflect the Committee's discussion.
  4. Board Skillsets Guidance to the Nominating Committee (NomCom) – The Committee reviewed the draft Board Skillsets Guidance to the NomCom letter (Skillsets Guidance). The Committee discussed whether the Skillset Guidance should more clearly reference the public interest. The BGC also discussed updating the section on continuity to reflect the current Board composition. The Committee agreed that a section on conflicts of interest should be added to the Skillsets Guidance.

    • Actions:

      • ICANN org to revise and finalize the Board Skillsets Guidance to NomCom document to capture the issues raised during the meeting and circulate the revised document via email for Committee approval.
      • ICANN Board to send final Skillsets Guidance to NomCom Chair.
  5. NomCom – ICANN Board Member Position Description – The Committee discussed the NomCom's ICANN Board Member Position Description document. The BGC discussed revising the "Time Commitment" section to more accurately reflect the time commitment of ICANN Board members. The BGC also agreed to add a section on governance experience under the "Addition Qualifications" section.

    • Actions:
      • ICANN org to revise and finalize the document to capture the issues raised during the meeting and circulate the revised document via email for Committee approval.
      • ICANN org to send the final document to the NomCom Secretariat for publication.
  6. Annual Review of Committee Charter – The Committee conducted its annual charter review and agreed that the charter does not need to be updated.
  7. AOB – The org reported that the November 2021 Board member peer evaluation surveys were distributed, and the reports are near completion. Once completed, the reports will be sent to the Board members who were evaluated, as well as to the Board Chair.

Published on 27 January 2022