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Board Governance Committee (BGC) Minutes 20 May 2010

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

Other Board Member Attendees: Rod Beckstrom, Peter Dengate Thrush, George Sadowsky, and Jonne Soininen

Staff Attendees: Barbara Clay - Vice President, Marketing & Communications; Jamie Hedlund- Vice President, Government Affairs – Americas; John Jeffrey – General Counsel; Samantha Eisner, Diane Schroeder, and Amy Stathos

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

  1. Minutes: Discussed and all voting members approved minutes from prior meeting.
  2. Updated Workplan: Received update from staff on action items identified at prior meeting and corresponding updating of BGC workplan to include new action items.
    • Action:
      • BGC members to review updated workplan and by email provide BGC Chair with any comments or changes.
  3. Consideration of Board Chair Remuneration : Received a presentation from the General Counsel on the work completed to date to facilitate discussion and formal consideration of the issue of remuneration of the Chair of the Board. The BGC agreed that if Board consensus is to further consider remuneration of the Chair, then the BGC would recommend that the Board Compensation Committee be asked to review independent analysis and research, and provide a reasonable proposal relating to Chair remuneration for Board consideration.
    • Action:
      • General Counsel to draft proposed resolution, for BGC review, in line with the BGC’s recommendation for moving to the next step in consideration of remuneration of the Board Chair.
  4. At-Large Board member Selection : Reviewed the proposed At-Large Board member selection process and potential risks of capture identified within the process. The BGC noted that the risk of capture of the Board is low, though there are other potential risks appropriately addressed through the Structural Improvements Committee (SIC).
    • Actions:
      • BGC recommends staff to work with the SIC to coordinate with the ALAC on addressing potential risks of capture identified in the Board selection process.
  5. Board Committee Slating : Discussed modifications to Board committee slating necessitated by the end of Raimundo Beca’s term on the Board and the beginning of Kwo-Wei Wu’s term of service. All voting members in attendance approved of submission of the proposed slating to the Board for approval. The BGC also began discussing potential committee succession issues.
    • Action:
      • BGC to continue discussion of potential succession issues online.
  6. Posting of Board Self-Assessment and Chair Assessment : Received a status report regarding the posting of the 2009 Board self-assessment, with information on the placement and announcement of the posting. The BGC discussed the refinement of statistics relating to the Board self-assessment, and also agreed to undertake a 2010 Board self-assessment, adopting the staff recommendations for clarifications of compound questions.
    • Actions:
      • Staff to complete posting of the 2009 Board self-assessment.
      • BGC Chair to report to the Board on the undertaking of a 2010 Board self-assessment.
  7. Chair and Vice Chair Responsibilities : Reviewed outline forwarded by staff regarding model Chair and Vice-Chair responsibilities, and discussed the need for more detailed information for consideration at the BGC meeting in Brussels.
    • Actions:
      • Staff to produce a paper on Chair and Vice-Chair responsibilities, with a potential position description and more fulsome discussion, including what other organizations are doing.