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Board Governance Committee (BGC) Meeting Minutes 22 June 2012

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

Apologies: R. Ramaraj

Other Board Member Attendees: Judith Vazquez, Steve Crocker, Chris Disspain

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

Invited Observer: Fadi Chehadé

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

  1. Minutes – The BGC approved the minutes of its prior meetings in May and June 2012.
  2. Board Chair and Vice-Chair Selection Timetable – The BGC discussed the proposed timetable for running the process for the Board Chair and Vice-Chair selection, including consideration of nominees at the upcoming Board workshop in Los Angeles, with the selection process to conclude at the ICANN meeting in Toronto in October 2012.
    • Action:
      • Staff to re-circulate process memo to Board members.
  3. NomCom Chair Elect – The BGC discussed the status of the Call for Expressions of Interest, with an identification of the candidates and the process for selection of NomCom Chair and Chair-Elect. The BGC also discussed the possibility for requiring the NomCom participants to provide a commitment to declare any potential conflicts of interests in regards to the candidates under consideration, as well as further ideas of transparency and consistency in the process across all Nominating Committees. In addition, the BGC discussed a request for a meeting between the current NomCom Chair-Elect and the BGC Subcommittee on Ethics and Conflicts of Interest to discuss the process for management of conflicts.
    • Action:
      • Staff to draft a Board Procedure Memo regarding the selection of the NomCom Chair and Chair-Elect.
      • Staff to announce extension of call for expressions of interest for two weeks.
      • Staff to coordinate meeting with current NomCom Chair-Elect.
  4. Update on Ethics/Conflicts Work – The BGC discussed the work of the expert committee, including the proposal of a creating a summary document that collects and restates the key missions, core values and code of ethics that the Board is required to follow, for ease of community and Board reference. The BGC also discussed the scope of procedural items in the ICANN Bylaws and the potential for future work to simplify the Bylaws.
    • Actions:
      • Staff to work with outside counsel to draft a summary document based on existing obligations.
      • BGC member to draft a short note regarding the proposal to simplify Bylaws and separate procedures from the governance items.
  5. ATRT Recommendations – The BGC discussed the ongoing work to implement the ATRT recommendations, with a focus on continued work to identify experts to review ICANN's accountability mechanisms.
    • Actions:
      • Staff to provide recommendations of candidates to review accountability mechanisms for BGC consideration at its next regular meeting.
      • BGC to discuss its work to address Recommendation 6 at its next regular meeting.
  6. Additional Business – Due to time constraints, the BGC only briefly identified the additional items on its agenda. The BGC held a short discussion about aligning all Board members terms, so long as it does not jeopardize an informed decision by the NomCom relating to geographic diversity. Further, the BGC discussed the challenges with having sufficient time to review the IPC's Reconsideration Request 12-2 and all related material in light of the Board members' schedules in Prague.
    • Actions:
      • BGC Member to draft paper on the alignment of Board member terms for BGC discussion.
      • BGC to reach out to the relevant parties regarding a brief extension of time for the BGC to determine whether to reconsider the matter set forth in Reconsideration Request 12-2.