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Board Governance Committee (BGC) Minutes 12 April 2011

BGC Attendees: Steve Crocker, Cherine Chalaby, Rita Rodin Johnston, Ram Mohan, Raymond Plzak, and Bruce Tonkin – Chair

Staff Attendees: John Jeffrey – General Counsel and Secretary; Diane Schroeder, and Amy Stathos

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

  1. Minutes - Reviewed and approved minutes from prior BGC meeting.

  2. BGC Workplan: The BGC approved the committee workplan.

  3. Board Technical Relations Working Group (BTR-WG: The BGC received an update regarding the Structural Improvements Committee’s work on a Charter for the BTR-WG the Board.  The BGC then discussed potential membership, including the utility of including representatives of groups that have been involved in the Technical Liaison Group (TLG).  The BGC also discussed the need for inclusion of non-technical members as well as members with some affiliation to governments.  The BGC then agreed upon a proposed slate of Working Group members for recommendation to the Board.  The BGC also began a discussion of the possibility of a representative from ICANN’s senior management team participating in the Working Group, as opposed to solely performing a staff support role.

    • Actions:

      • BGC Chair to initiate discussions with ICANN CEO on the general principle of including a representative of ICANN Senior Management on the Working Group as a working member.

      • BGC Chair to confirm with the recommended members their willingness to serve on the Working Group.

      • Staff to provide recommendation to Board for consideration at 21 April 2011 meeting.

  4. Academia Representation on Nominating Committee: The BGC discussed issues relating to the Bylaws-required process that the Board identify an entity representing academic and similar organizations to make an annual appointment to the Nominating Committee.  The BGC noted that the Board’s historically has identified a candidate for appointment, and that the Nominating Committee historically has had academics appointed from the other communities.  The BGC agreed that community comment would be welcome to see if the community has suggestions of the “academic or similar organization” that could fill the NomCom, seat, or metrics to use to select and evaluate such organizations.  If the community comment does not result in an implementable suggestion, the BGC will recommend the removal of Bylaws provision requiring this academic seat.  The BGC recommended that the Board approve the initiation of a public comment forum on this issue, including on the proposed Bylaws revision that may be recommended if appropriate.

    • Action:

      • Staff to draft recommendation and provide to Board for consideration at its 21 April 2011 meeting.

  5.  Selection of Board Leadership after Close of Singapore Meeting:  The BGC discussed the need to elect a new Chair of the Board after the current Chair’s term ends upon the conclusion of the ICANN meeting in Singapore.  The BGC also discussed the Chair and Vice Chair selection process.  The BGC agreed that holding an Organizational Meeting immediately after the conclusion of the Mid-year Meeting in Singapore is the preferred manner for concluding the election of the new Board Chair (and Vice Chair, if applicable) and agreed to recommend that timing to the Board.

    • Actions:

      • Staff to draft recommendation to provide to the Board for consideration at its 21 April 2011 meeting.

      • Staff to provide Board with the revised election process to address a Mid-Year election.

      • BGC Chair to review election process with the Board at the May retreat.

  6. Guidelines for Board Effectiveness: The BGC briefly discussed the updates to the Guidelines arising out of the discussion at the prior BGC meeting.  The BGC approved the updates, and noted that the Guidelines are a working document.

    • Action:

      • BGC Chair to provide Board with information regarding the process and the revisions.

  7. Any Other Business: The BGC began discussing internal evaluation process prior to posting contractor or working group recommendations, to confirm that the reports are responsive to the mandate of the work. 

    • Action:

      • Staff to include recommended review process on next BGC agenda.