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Board Governance Committee (BGC) Meeting Minutes 11 September 2012

BGC Attendees: Cherine Chalaby, Bill Graham, Ram Mohan, Ray Plzak, R. Ramaraj, Mike Silber and Bruce Tonkin – Chair

Other Board Member Attendees: Sébastien Bachollet, Steve Crocker, Chris Disspain, Bertrand de La Chapelle, Erika Mann, and Gonzalo Navarro

Staff Attendees: John Jeffrey – General Counsel and Secretary; Michelle Bright, Samantha Eisner, David Olive, Amy Stathos and Alina Syunkova

Invited Observer: Olga Madruga-Forti

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

  1. Minutes – The BGC approved the minutes of its prior meeting in August 2012.

  2. NomCom Chair and Chair-Elect – The BGC reviewed the statements of interest provided for service as NomCom leadership and identified a short list of candidates. The BGC also discussed how to weigh qualifications among the candidates and the difference in qualifications needed among those appointed Chair and Chair-Elect. In addition, the BGC discussed the issue of conflicts of interest within ICANN and how that might affect consideration of candidates.

    • Action:

      • Discuss potential for separating recruitment function from the NomCom processes, for future BGC meeting.

      • BGC members to conduct interviews of identified candidates.

  3. Board Committees – The BGC discussed the standing committees of the Board as well as the use of working groups, which are formed with a specific goal and end date. The discussion focused on the need to identify what functions the Board needs to perform that requires the work of a committee.  The BGC also discussed reviewing the function of committees in light of the changes within the ICANN organizational structure, as well as engaging with staff about the benefit of committees to staff, such as the ability to get guidance from the Board. Finally, the BGC discussed the perceived value of committee membership, and agreed that it is necessary to make sure that reviews of committee charters are performed.

    • Action:

      • Staff to review the Bylaws to identify required functions of the Board and map to committees.

      • Schedule review of committee charters at an upcoming BGC meeting.

  4. Alignment of Board Terms – The BGC discussed the proposed Bylaws revisions drafted to effectuate the alignment of all Board terms to begin upon the conclusion of the Annual General Meeting. The BGC approved a recommendation to the Board that the Bylaws revisions be posted for public comment. The Chair abstained from voting on the recommendation.

    • Action:

      • Staff to forward the BGC recommendation to the Board.