Minutes | Board Governance Committee (BGC) Meeting 18 November 2014

BGC Attendees: Mike Silber, Suzanne Woolf, Gonzalo Navarro, Bruce Tonkin, and Chris Disspain – Chair

BGC Member Apologies: Cherine Chalaby and Erika Mann

Other Board Member Attendees: Steve Crocker

Executive and Staff Attendees: John Jeffrey (General Counsel and Secretary), Megan Bishop (Board Support Coordinator), Michelle Bright (Board Support Manager), Christine Willet (Vice President, gTLD Operations), and Amy Stathos (Deputy General Counsel)

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

1. Minutes – The BGC approved the minutes from the meeting on 23 October 2014.

2. Reconsideration Request 14-43 – Suzanne Woolf abstained from participation in this matter noting potential conflicts; Suzanne indicated that she provides consulting services for an interested applicant and, while not material to this particular decision, she would abstain to prevent any perception of bias. Staff briefed the BGC regarding the city of Spa, Belgium's ("Requester's") request seeking reconsideration of ICANN's decision to process the applications for the gTLD string .SPA as non-geographic name applications. On 21 October 2014, the Requester filed Reconsideration Request 14-43 claiming that ICANN's conduct violated applicable policies and procedures because it contends that: (i) ICANN violated provisions of the new gTLD Applicant Guidebook; and (ii) ICANN contravened the GAC's advice. After discussion and consideration of the Reconsideration Request, the BGC concluded that the Requester has not demonstrated that ICANN acted in contravention of established policy or procedure and, therefore, determined that Request 14-43 be denied. The Bylaws authorize the BGC to make a final determination on Reconsideration Requests brought regarding staff action or inaction and the BGC concluded that its determination on Request 14-43 is final; no consideration by the NGPC is warranted.

3. Reconsideration Request 14-45 – Suzanne Woolf and Bruce Tonkin abstained from participation in this matter noting potential conflicts.  Suzanne indicated that she provides consulting services for an interested applicant and Bruce indicated that his employer uses another interested applicant as a significant supplier. While these affiliations are not material to this particular decision, Suzanne and Bruce abstained in order to prevent any perception of bias. Staff briefed the BGC regarding .music LLC's ("Requester's") request seeking reconsideration of the Community Priority Evaluation ("CPE") Panel's report (the "Report), and ICANN's acceptance of that Report, finding that the Requester did not prevail in CPE for .MUSIC. On 22 October 2014, the Requester filed Reconsideration Request 14-45 claiming that the CPE Panel: (i) improperly applied the CPE criteria; and (ii) failed to ask the Requester clarifying questions and give it an opportunity to respond to letters submitted in opposition to the Requester's application for .MUSIC. After discussion and consideration of the Reconsideration Request, the BGC concluded that the Requester has not demonstrated that the CPE Panel acted in contravention of established policy or procedure in rendering the Report and, therefore, determined that Request 14-45 be denied. The Bylaws authorize the BGC to make a final determination on Reconsideration Requests brought regarding staff action or inaction and the BGC concluded that its determination on Request 14-45 is final; no consideration by the NGPC is warranted.

4. Reconsideration Request 14-46 – Suzanne Woolf abstained from participation in this matter noting potential conflicts; Suzanne indicated that she provides consulting services for an interested applicant and, while not material to this particular decision, she would abstain to prevent any perception of bias. Staff briefed the BGC regarding Little Birch, LLC and Minds + Machines Group Limited's ("Requesters'") request seeking reconsideration of the Community Priority Evaluation ("CPE") Panel's report (the "Report), and ICANN's acceptance of that Report, finding that Big Room Inc.'s application for .ECO prevailed in CPE for that string. On 22 October 2014, the Requesters filed Reconsideration Request 14-46 claiming that the CPE Panel improperly applied the first, second and fourth CPE criteria set forth in the Applicant Guidebook. After discussion and consideration of the Reconsideration Request, the BGC concluded that the Requester has not demonstrated that the CPE Panel acted in contravention of established policy or procedure in rendering the Report and, therefore, determined that Request 14-46 be denied. The Bylaws authorize the BGC to make a final determination on Reconsideration Requests brought regarding staff action or inaction and the BGC concluded that its determination on Request 14-46 is final; no consideration by the NGPC is warranted.

5. Review Conflicts of Interest Disclosure Forms for New Board Members – Staff provided the BGC with an overview of the process and a summary of the conflict of interest disclosure forms and the New gTLD questionnaires submitted by the newest Board members— Rinalia Abdul Rahim, Asha Hemrajani, and Markus Kummer. The BGC reviewed the forms submitted by the new Board members and noted that, based upon the disclosures presented, there are no issues requiring further evaluation.

   • Action: Staff to inform the new Board members of the on-going need to notify the General Counsel's office if they or their employers become affiliated with new entities that may create a actual, potential or potentially perceived perception of conflict or interest related to ICANN.

6. Reconstitution of the BGC Sub-Committee on Conflicts and Ethics Relating To New gTLDs – Staff provided an overview of the prior membership of the BGC Sub-Committee on Conflicts and Ethics relating to New gTLDs ("Sub-Committee"). The BGC discussed the matter and decided that the new membership of the Sub-Committee would consist of Chris Disspain, Gonzalo Navarro and Cherine Chalaby. The BGC also discussed the current scope of the Charter of the Sub-Committee and potentially broadening the scope of the Charter.

   • Action: Staff to draft proposed adjustments to the Charter of the Sub-Committee for BGC consideration at a future meeting.

7. Upcoming Reconsideration Requests – Staff provided an overview and the BGC briefly discussed the upcoming Reconsideration Requests and information that staff would provide to the BGC in advance of review of those Requests.

Published on 20 January 2015