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Minutes | Board Governance Committee (BGC) Meeting 23 April 2021

BGC Attendees: Becky Burr, Ron da Silva, Ihab Osman, León Sánchez, Matthew Shears, and Tripti Sinha (Chair)

BGC Apologies: Sarah Deutsch

Other Board Member Attendees: Avri Doria, Lito Ibarra, and Patricio Poblete

ICANN org Attendees: Franco Carrasco (Board Operations Specialist), John Jeffrey (General Counsel and Secretary), Liz Le (Associate General Counsel), David Olive (SVP, Policy Development Support), Wendy Profit (Board Operations Senior Manager), Amy Stathos (Deputy General Counsel), and Theresa Swinehart (SVP, Global Domains and Strategy)

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

  1. Agenda review and request to add to Any Other Business (AOB) – The Chair reviewed the meeting agenda.
  2. Review of Prior Action Items – The BGC Chair recapped the following action items from the prior meeting: (a) ICANN org to revise the guidelines to reflect the Committee's discussion and bring it back to the BGC for further consideration; (b) ICANN org to assist with converting the existing Delegation of Authority document into a matrix format, which will then be provided to the lead of the small group of BGC members who are working on this issue for consideration; and (c) BGC members to look at the format and structure of the Board's meeting with community groups during ICANN Public meetings to see if they can be less formal and more interactive as suggested by the ATRT3. The Chair confirmed that action item (a) has been completed, and that items (b) and (c) are underway.
  3. Board Meeting Process Discussion The BGC engaged in a discussion regarding the scope of, and process for, submitting voting statements. The Committee discussed the purpose of Board meeting minutes, which are the official record of a meeting, and agreed that minutes should reflect statements made and actions taken during a Board. The Committee discussed the purpose of voting statements, agreeing that voting statements should not reflect any facts or statements not said in a meeting. The Committee also discussed whether there should be a process for submitting statements, including whether such statements should be submitted during or after a meeting. The Committee discussed the process for treating statements submitted after the close of a meeting that contain new facts or information not stated by the dissenting or abstaining director during the meeting. The Committee agreed to continue the discussion at its next meeting.

Published on 17 June 2021