Minutes | Board Governance Committee (BGC) Meeting 24 July 2014

BGC Attendees: Cherine Chalaby, Olga Madruga-Forti, Ray Plzak, Mike Silber and Bruce Tonkin – Chair

BGC Member Apologies: Chris Disspain and Ram Mohan

Other Board Member Attendees: Steve Crocker

Executive and Staff Attendees: Megan Bishop (Board Support Coordinator), John Jeffrey (General Counsel and Secretary), 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 21 June 2014.

2. Reconsideration Request 14-27 – Bruce Tonkin abstained from participation in this matter noting conflicts; Bruce indicated that his employer uses Amazon as a supplier and, while not material to this particular decision, he would abstain to prevent any perception of bias. Staff briefed the BGC regarding Amazon EU S.a.r.l.'s ("Requester's") request seeking reconsideration of the NGPC's 14 May 2014 resolution (Resolution 2014.05.14.NG03) accepting the GAC advice and directing that the applications for .AMAZON and related IDNs in Japanese and Chinese filed by Amazon (collectively, the "Amazon Applications") should not proceed. The Requester asserted, among other things, that the NGPC had relied on false or inaccurate information in making its determination. In its 21 June 2014 meeting, the BGC decided to evaluate whether additional information or clarification from the Requester is necessary in order to complete the BGC's due diligence on this matter and to reach a determination on this Reconsideration Request. At the BGC's request, staff provided a report to the BGC regarding potential additional information to seek from the Requester. After discussion and consideration of the report, the BGC directed staff to seek additional information from the Requester.

   • Action: Staff to seek additional information from the Requester.

3. Reconsideration Request 14-28 – Bruce Tonkin abstained from participation in this matter noting conflicts; Bruce indicated that his employer uses Amazon as a supplier and, while not material to this particular decision, he would abstain to prevent any perception of bias. Staff briefed the BGC regarding DotMusic Limited's ("Requester's") request seeking reconsideration of: (i) ICANN's approval of application change requests for Amazon EU S.a.r.l.'s ("Amazon's") applications for .MUSIC, .SONG and .TUNES; and (ii) ICANN's alleged failure to invite .music LLC to submit a change request for its application for .MUSIC. On 7 June 2014, the Requester filed Reconsideration Request 14-28, claiming that ICANN staff failed to properly consider the seven factors for change requests, and failed to treat all applicants for Category 2 Strings similarly by failing to invite .music LLC to submit a change request for its .MUSIC application. After discussion and consideration of the Request, the BGC concluded that the Requester has not demonstrated that ICANN staff violated any established policy or procedures and, therefore, determined that Request 14-28 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 14-28 is final; no consideration by the NGPC is warranted.

4. Reconsideration Request 14-29 – Bruce Tonkin abstained from participation in this matter noting conflicts; Bruce indicated that his employer uses Amazon as a supplier and, while not material to this particular decision, he would abstain to prevent any perception of bias. Staff briefed the BGC regarding DotKids Foundation Limited's ("Requester's") request seeking reconsideration of ICANN's decision to partially defer the Requester's change request seeking to modify portions of its community application for .KIDS in preparation for its Community Priority Evaluation ("CPE"). The Requester and Amazon EU S.a.r.l ("Amazon") both applied for .KIDS and are in the same contention set. In preparing for the CPE, the Requester submitted a change request to ICANN seeking: (i) to supplement its application with additional letters of support; and (ii) to revise written portions of its application. ICANN permitted the additional letters of support; but deferred making any decision regarding the revisions to the application until after the CPE was concluded. On 11 June 2014, the Requester filed Reconsideration Request 14-29, claiming that ICANN violated policies and procedures in partially deferring the Requester's change request. After discussion and consideration of the Request, the BGC asked staff to obtain additional information regarding the procedures for evaluating change requests in order to complete the BGC's due diligence on this matter and to reach a determination on this Reconsideration Request.

   • Action: Staff to provide report to the BGC regarding ICANN procedures for evaluating change requests.

5. Reconsideration Requests 14-30, 14-32, and 14-33 – Staff briefed the BGC regarding DotRegistry, LLC's ("Requester's") request seeking reconsideration of the Community Priority Evaluation ("CPE") Panels' Reports, and ICANN's acceptance of those Reports, finding that the Requester did not prevail in the CPEs for .LLC, .INC, and .LLP. The Requester submitted community-based applications for .LLC, .INC, and .LLP ("Applications"). The Applications were placed in contention sets with other applications for each string, respectively. The Requester was invited to, and did, participate in a CPE for each Application, but did not prevail. As a result, the Applications go back into their respective contention sets and will be resolved among the involved applicants. On 25 June 2014, the Requester filed Reconsideration Requests 14-30, 14-32, and 14-33, claiming that the CPE Panels failed to comply with established ICANN policies and procedures in rendering the respective CPE Reports. After discussion and consideration of the Request, the BGC concluded that the Requester has failed to demonstrate that the CPE Panels acted in contravention of established policy or procedure in rendering their Reports, or that the Requester has been adversely affected by the challenged actions of the CPE Panels. The BGC therefore concluded that Reconsideration Requests 14-30, 14-32, and 14-33 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 Requests 14-30, 14-32, and 14-33 is final; no consideration by the NGPC is warranted.

6. Reconsideration Request 14-31 – Staff briefed the BGC regarding TLDDOT GmbH's ("Requester's") request seeking reconsideration of the Community Priority Evaluation ("CPE") Panel's Report, and ICANN's acceptance of that Report, finding that the Requester did not prevail in the CPE for .GMBH. The Requester submitted a community-based application for .GMBH ("Application"). The Application was placed in a contention set with other applications for .GMBH. The Requester was invited to, and did, participate in a CPE for that string, but did not prevail. On 25 June 2014, the Requester filed Reconsideration Request 14-31, claiming that the CPE Panel failed to comply with established ICANN policies and procedures in rendering its Report. After discussion and consideration of the Request, the BGC concluded that the Requester has failed to demonstrate that the CPE Panel acted in contravention of established policy or procedure in rendering its Report, or that the Requester has been adversely affected by the challenged actions of the CPE Panel. The BGC therefore concluded that Reconsideration Request 14-31 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 14-31 is final; no consideration by the NGPC is warranted.

7. Expressions of Interest for Nominating Committee 2015 Leadership – Staff briefed the BGC regarding the status of current Expressions of Interest ("EOIs") for Nominating Committee ("NomCom") Leadership. The BGC will be appointing a Chair and a Chair-Elect position for the NomCom. After discussion and consideration of the submissions of EOIs for NomCom Leadership, the BGC decided to seek additional information from each of the interested applicants in order to make determinations regarding candidate interviews, and to allow for the conclusion of a 360-degree review of the 2014 NomCom Leadership before proceeding. The BGC concluded that applicants will be asked to submit written responses to additional questions regarding their interest, relevant skills and experience.

   • Action: The BGC to draft questions to be posed to applicants for NomCom 2015 Leadership positions.

8. Board Evaluation – The BGC discussed conducting a 360-degree Board evaluation, the need for a comprehensive survey questionnaire, the need to determine the quantity and selection process of potential participants in the questionnaire, and potential timing for development of the questionnaire and issuance of the questionnaire.

Published on 22 August 2014