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Minutes | Meeting of the Governance Committee of the Board (BGC) | 27 June 2023

BGC Attendees: Becky Burr, Edmon Chung, Sarah Deutsch (Chair), Avri Doria, Danko Jevtović, León Sánchez, and Matthew Shears

Other Board Member Attendees: Patricio Poblete, Sajid Rahman, and Katrina Sataki

ICANN org Attendees: Michelle Bright (Board Content Coordination Director), Franco Carrasco (Board Operations Manager), John Jeffrey (General Counsel and Secretary), Wendy Profit (Board Operations Sr. 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 – The Chair reviewed the agenda for the meeting.

  2. Discussion re Delegation of Authority Guidelines – The Committee discussed whether the Delegation of Authority (DoA) Guidelines (Guidelines) adopted by the Board adopted in 2016 needs to be updated to reflect current practices. The Committee noted that a small BGC team previously evaluated the DoA Guidelines in 2020 and that the small team requested ICANN org to develop a matrix identifying the areas of authority of the Board or ICANN org and the President and CEO based on the Guidelines. The Committee noted that the DoA Guidelines should be evaluated to determine if revisions are needed to clarify what authority the Board has delegated to the President and CEO and the sometimes joint role between the Board and the President and CEO. The Committee agreed to provide feedback through email and to continue the discussion at a future meeting.

    • Action: The BGC to provide feedback through email and to continue the discussion at a future meeting.

  3. Continued Discussion re Board Member Peer Evaluation Process – The Committee continued its discussion of the Board member peer evaluation process. The Committee considered several short-term options to improve the evaluation process suggested by the third-party consultant that administers the evaluations. ICANN org also provided the Committee with feedback from the third-party consultant on a process that does not include anonymity for the long-term option. The Committee agreed to proceed with the interview-only evaluation process with the revised questionnaire as the short-term option.

    • Action: ICANN org to facilitate next evaluation cycle with short term option.

  4. Summary of Nico Caballero's Conflicts of Interest Disclosure Statement – The Committee reviewed the Governmental Advisory Committee (GAC) Liaison's Statement of Interest. This review was completed now rather than after the Annual Meeting when other Board's member statements are considered by the BGC because Nico Caballero joined the Board several months after the Annual Meeting.

    • Action: ICANN org to publish a revised summary of Board Member Statements of Interest to include the GAC Liaison.

  5. Approval of Membership for Board ccPDP3 Review Mechanism Caucus and Status of Caucus Charter – The Committee approved the membership of the Board ccPDP3 Review Mechanism Caucus (Caucus) and Katrina Sataki as the Caucus chair. The Committee agreed that it will consider a Caucus' charter after the Caucus has agreed on the charter language.

    • Action: ICANN org to provide notice to full Board.

  6. 2024 Nominating Committee (NomCom) Leadership Selection – The Committee reviewed the Expressions of Interest and curricula vitae received for the 2024 NomCom Leadership and discussed the next steps in the selection process. Edmon Chung and Danko Jevtović noted that they will recuse themselves from the selection process out of an abundance of caution to avoid any perception of a conflict of interest.

    • Action: ICANN org to schedule candidate interviews.

  7. Continued Discussion re: Board Member Conflicts of Interest and New gTLD Program - The Committee was presented examples of past conflicts of interest in the past round of the New gTLD Program and how those conflicts were addressed. The Committee discussed setting up a sub-committee of the BGC to address conflicts and agreed to continue its discussion at a future meeting.

    • Action: BGC to continue discussion at a future meeting.

Published on 5 September 2023