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Minutes | Board Governance Committee (BGC) Meeting 23 June 2019

BGC Attendees: Becky Burr (Chair), Ron da Silva, Khaled Koubaa and Matthew Shears

BGC Apologies: Maarten Botterman

Other Board Member Attendees: Tripti Sinha

ICANN Organization Attendees: Susanna Bennett (SVP, Chief Operations Officer), Franco Carrasco (Board Operations Specialist), Samantha Eisner (Deputy General Counsel), John Jeffrey (General Counsel and Secretary), Aaron Jimenez (Board Operations Senior Coordinator), Vinciane Koenigsfeld (Director, Board Operations), Elizabeth Le (Associate General Counsel) and Amy Stathos (Deputy General Counsel)


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

  1. Revisions to BGC Practice for Board Engagement in Developing Slate for Board Leadership – The Committee discussed the proposed revisions to the BGC Practice for Board Engagement in Developing Slate for Board Leadership document, which has been revised to reflect some recent discussions with Board members. The BGC adopted the revised document, subject to a few additional edits that the organization will make per BGC discussion, noting that the final version will be sent formally to the full Board and published on the BGC page of the ICANN website.

    • Actions
      • BGC Chair to formally send the revised Practice for Board Engagement in Developing Slate for Board Leadership document to the full Board.
      • ICANN org to publish Practice for Board Engagement in Developing Slate for Board Leadership document on the BGC page of the ICANN website.
  2. Board Skillsets Matrix for Three Year Rolling Plan and Discussion re Starting Committee Slating Process for this Year – The BGC Chair provided an update on the Board skillsets matrix for the three year rolling plan, noting that matrix has been further developed since the last iteration by the Chair, Ron da Silva, and Matthew Shears. The full Board also discussed the matrix and provided its feedback during the session on this topic the day before. The Chair will continue to work with Ron and Matthew to revise the current version of the matrix regarding leadership styles. The Committee agreed to adopt the matrix, less the leadership style classifications, to build the survey that goes out to every member of the Board, including the incoming members, to use as part of the slating procedure in September. The Committee discussed whether it would be beneficial for the Board to undergo a personality survey such to help the Board understand the ways that the Board works together individually and as a group. The BGC will discuss with the scheduling team as to whether a session following a personality survey can be scheduled for the Board workshop in September. The Committee also discussed whether the policy regarding Board training should be revised and agreed to look into the matter further as to whether there should be guidelines developed on use of training dollars and service to the Board in light of the three years' rolling matrix.

    • Actions:
      • ICANN org to develop automated questionnaire based upon matrix.
      • BGC to review the training program for Board members with an eye to creating a closer articulation between the use of training dollars and service to the Board in light of the three years' rolling matrix.
  3. Update on Nominating Committee 2020 Chair and Chair Elect EOIs – The BGC received an update on the expressions of interests (EOIs) received thus far for the Nominating Committee 2020 Chair and Chair Elect. The BGC noted that the deadline to submit EOIs has been extended form 14 June to 5 July.

  4. AOB
    1. Call for Expressions of Interest and Creation of Board Caucus on Community Recommendations, Prioritization, and Budgeting – The BGC Chair noted that the Committee previously sent out a call for EOIs for participation in the Board Caucus on Community Recommendations, Prioritization, and Budgeting. The following Board members expressed interest: Becky Burr, Maarten Botterman, Chris Disspain, Avri Doria, Lito Ibarra, Danko Jevtovic, Matthew Shears and Tripti Sinha. The BGC formally recommended the creation of the Board Caucus on Community Recommendations, Prioritization, and Budgeting with these individuals. The BGC noted that other Board members who are not members of the Caucus Group are invited to participate as observers.
    2. Aligning Work of Board Committees with ICANN Strategic Priorities – The BGC discussed the process for ensuring that Board committees are responsible for aligning the committee work to the strategic priorities. The BGC agreed that a letter should be sent to Board committees asking each to review the strategic plan to identify the areas for which the committee has particular responsibility so that it can be captured at the Board workshop in September or in November. The BGC also discussed recommending that Board committees amend their charters to include a specific duty with respect to implementation of the strategic plan. The Committee discussed whether the ICANN Bylaws should be amended to include an annual review requirement of the strategic plan and agreed to pursue this discussion in the future.
    • Action
      • BGC Chair to send note to Board committees asking each to review the strategic plan to identify the areas for which the committee has particular responsibility so that it can be captured at the Board workshop in September or in November.

Published on 16 July 2019