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Board Governance Committee (BGC) Meeting Minutes 15 July 2009

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

Apologies: Harald Tveit Alvestrand

Other Board members: Rod Beckstrom

Staff Members Present: Samantha Eisner, Diane Schroeder and Amy Stathos­­

ICANN General Counsel: John Jeffrey

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

  1. Discussed and unanimously approved minutes from prior meeting.
  2. Reviewed status of committee action items identified at last meeting.
    • Action:
      • Staff to coordinate agenda for next BGC meeting, including the topic of slating committee composition in advance of the Seoul meeting.
      • Staff to circulate selection procedures to BGC.
  3. Discussed status of call for expressions of interest for Nominating Committee (NomCom) Chair.
    • Action:
      • BGC to consider expressions of interest at next BGC meeting;
      • Staff to provide note at future meeting on how to formalize the process for selection of NomCom chair, including evaluation of possible need for obtaining external vetting of candidates.
  4. Received update on selection of NomCom Research and Academia member (R&A). All BGC members agreed on a recommendation to the Board for a 2010 R&A NomCom member.
    • Action:
      • Staff to provide BGC with Bylaws reference for NomCom composition at the next meeting.
  5. Discussed revisions to Conflicts of Interest policy following public comment period and BGC discussions in Sydney, including revision requiring a majority of Board directors to affirmatively invite a director with an identified actual or potential conflict to participate in deliberations on the matter. The BGC members unanimously agreed to recommend that the Board approve the Conflicts of Interest Policy as revised.
    • Actions:
      • Staff to draft a process note to provide to the Board along with the revised Policy, informing the Board that staff will endeavor to review agendas and notify the Board Chair of potential conflicts in advance of each meeting;
      • Staff to provide briefing to BGC on evolving definition of an independent director for discussion at the August BGC meeting.
  6. Discussed Board induction program creation and potential agendas for induction program.
    • Actions:
      • BGC to review proposed topics to confirm that all necessary topics are covered;
      • Staff to continue to work towards finalization of agenda.
  7. Discussed creation of future Board training programs.
    • Actions:
      • Staff to coordinate Audit training in advance of September Board retreat;
      • Staff to continue to formalize training program for next year.
  8. Discussed Board self-assessment and BGC test of online assessment system. BGC agreed to recommend that the Board adopt the tested online program, and complete full assessment of Chair and Board.
    • Action:
      • BGC Chair to pass recommendation for performing self-assessment to the Board Chair.
  9. Reviewed sample of BGC Electronic Work Plan for charting the regular work of the BGC.
    • Actions:
      • Staff to produce additional examples for BGC to demonstrate additional status reporting;
      • Staff to modify system and reporting to address additional functionality and content concerns.
  10. Discussed BGC’s role in consideration of Board and Chair remuneration.
    • Actions:
      • Staff to provide additional information on community comments on the proposal arising out of the Board Review Working Group Report;
      • Staff to revise suggested process for consideration of compensation-related issues;
      • Staff to prepare additional materials for review.