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Minutes | Meeting of the Governance Committee of the Board (BGC) | 27 October 2022

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

Other Board Member Attendees: Patricio Poblete and Sajid Rahman

ICANN org Attendees: Franco Carrasco (Board Operations Specialist), John Jeffrey (General Counsel and Secretary), Elizabeth Le (Associate General Counsel), 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 opened the meeting and welcomed the new members, as well as the observers to the meeting. The Chair then reviewed the meeting agenda. León Sánchez requested and the Chair agreed to add the feedback received from the Nominating Committee (NomCom) as a topic under Any Other Business.
  2. Discussion re Board Committees, Working Groups, and Caucuses – The Committee discussed the sending a questionnaire to the Chairs of Board Committees, Caucuses and Working Groups to review and update, if needed, their existing charters, to identify their objectives for the year and how the objectives will be accomplished, to identify any redundancies between the work being done by their group and other groups, and to assess the need for their group's continuing existence. The Committee agreed that some of the questions can be consolidated. Matthew Shears and Becky Burr volunteered to work together to consolidate the questions. The Committee agreed that once the questionnaire has been revised, it will be sent to the Chairs of each Board Committee, Caucuses, and Working Groups. The Committee discussed the need to create a document that describes the five Board blocks. Danko Jevtović left the meeting following this discussion.

    • Actions:

      • Becky Burr and Matthew Shears to revise the questionnaire and share with the BGC by email.
      • ICANN org to work with BGC Chair to send out questionnaire to the Chairs of Board Committees, Caucuses and Working Groups.
  3. Review of Committee Charter – The Committee conducted its annual review of its charter, and noted that no changes are needed. The Committee discussed reviewing the utility and format of the Peer Evaluation Survey at a later date before the next survey tranche is launched.

    • Actions: BGC to discuss the Peer Evaluation Survey at a future meeting before the next Peer Evaluation Survey tranche is launched.
  4. Discussion re Board Minutes of Executive Sessions – The BGC discussed potential best practices enhancements to the minuting of Board meetings conducted in Executive Sessions. The proposed enhancements will reflect, as needed, more details of the discussions during Executive Sessions for a more fulsome record while maintaining the appropriate level of confidentiality and disclosure. This is consistent with Article 3, Section 3.5(d) of the Bylaws which provides that the minutes in their entirety, or certain portions of thereof, may be determined by the Board to not be appropriate for public distribution, and to not be included in the minutes made publicly available. The BGC noted that it would be beneficial to review an example of the proposal from org for consideration by the Committee.

    • Action: ICANN org to provide an example of the proposal for the Committee's consideration.
  5. Review of Proposed Revised Code of Conduct – The Committee reviewed and discussed the proposed revisions to the Board Code of Conduct regarding when Board members act in their personal versus Board capacities. The BGC discussed further revising the proposed edits to clarify the circumstances and timing in which Board members should notify the Board Chair that they intend to speak publicly on a matter related to ICANN activities. The BGC asked ICANN org to revise the document reflecting the Committee's discussion for further consideration by the Committee.

    • Action: ICANN org to edit the draft revised Board Code of Conduct to reflect the Committee's discussion.
  6. Review of Board Self Evaluation Survey Results – The Committee reviewed and discussed the results for the 2022 Board Self Evaluation Survey. The Committee noted some takeaways for future discussions on the overall effectiveness and utility of the survey. These takeaways include analyzing how the strongly agree versus agree responses have trended over the past several surveys and evaluating the negative comments. The BGC agreed to discuss the reported results of the phone interviews that were conducted at its next meeting before presenting the survey results to the full Board. The BGC Chair also asked the Committee members to share specific key elements of the phone interviews via email.

    • Action: BGC members to share specific key elements of the phone interviews via email.
  7. AOB

    • León Sánchez reported on the feedback received from the Nominating Committee (NomCom) members who attended the NARALO General Assembly. The NomCom inquired whether they had fulfilled the requirements that the Board specified for the 2022 Board member selections. The NomCom also noted that it would be helpful if the Board could prioritize the skills that the Board is seeking for the 2023 Board member selections. The Chair noted that, as a NomCom appointee, she intends to recuse herself from NomCom discussions due to any potential conflict of interests and that she has asked León to continue to be the liaison to the NomCom as he has done so in the past.
    • Edmon Chung requested an update on the pending request from him and another Board member to be added to the Board Caucus on Subsequent Procedures membership. The Committee noted that these requests will be addressed as part of the BGC's discussion of the Board members' conflicts of interest disclosure statements at the Committee's next meeting.

Published on 23 December 2022