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Minutes | Meeting of the Governance Committee of the Board (BGC) | 29 August 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, and Katrina Sataki

ICANN org Attendees: Franco Carrasco (Board Operations Manager), Samantha Eisner (Deputy General Counsel), John Jeffrey (General Counsel and Secretary), Elizabeth Le (Associate General Counsel), Becky Nash (Vice President of Planning), 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. PTI Bylaws Amendment – The Committee considered proposed amendments to the PTI Bylaws. The proposed amendments include: (i) modifying the timing for the initial delivery of the PTI Operating Plan and Budget to the PTI Board, which is currently set at nine months prior to the start of the fiscal year, to a 90-day window to allow better alignment with ICANN's planning processes; and (ii) moving PTI from a four-year strategic planning cycle to a five-year cycle, which will enable alignment with ICANN's five-year strategic planning work. The Committee noted that the proposed revisions underwent community consultation through a public comment period and sessions at the ICANN76 public meeting. Based upon community feedback received, ICANN determined that no changes to the proposed revisions that were published for public comment are required. Following discussion, the Committee approved a recommendation to the Board for approval of the proposed PTI Bylaws amendment.

    • Actions: ICANN org to prepare relevant materials for Board consideration.
  3. 2024 Nominating Committee (NomCom) Leadership Selection – The Committee continued its review of the 2024 NomCom Leadership Selection. 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. Following discussion, the BGC approved a slate for the 2024 NomCom Chair and Chair-Elect to recommend to the Board for approval.

    • Action: ICANN org to prepare relevant materials for Board consideration.
  4. BGC's Subcommittee on Conflicts re: New gTLD Program Next Round (Subcommittee) - The Committee Chair provided an update on a call for expressions of interest to Board members to serve on the subcommittee and reported that six board members have expressed interest in serving on the Subcommittee. Following discussion, the BGC approved a recommendation that the Board establish the Subcommittee, composed of the recommended membership.

    • Actions: ICANN org to prepare relevant materials for Board consideration.
  5. Discussion re Delegation of Authority Guidelines – The Committee continued its discussion of the Delegation of Authority (DoA) Guidelines. The Chair noted that the Committee received a redline showing proposed revisions to the DoA based on the comments received from Committee members. The Committee agreed to allow members additional time to consider the proposed revisions and to continue the matter for discussion at a future meeting.

    • Action: BGC members to consider the proposed revisions to the DoA for discussion at a future meeting.
  6. Meeting Minutes –The Committee discussed the process for approving minutes online that is in line with the Bylaws and the laws of the State of California. Following discussion, the BGC agreed that the current approval process should continue.

    • Actions: ICANN org to continue implementing current online approval process for Board minutes.
  7. Establishment of Ombuds Search Committee – The Committee discussed establishing a temporary Ombuds Search Committee to help facilitate the search for the next ICANN Ombuds. The Committee also discussed the Ombudsman Framework, timeline, search criteria, processes, and the composition of search committee members. Following discussion, the BGC approved a recommendation that the Board establish the Ombuds Search Committee with the recommended membership and leadership.

    • Actions: ICANN org to prepare relevant materials for Board consideration.
  8. Status Update re Board Skills Matrix Survey Results – The Committee Chair noted that the Skills Matrix Survey results for the Board members have been received, which will be used to inform the slating process. The Committee discussed the leadership and membership slates for the Board, Board committees, Working Groups, Caucuses, and other Board groups. The Committee did not complete its slating discussion and agreed to continue the discussion at its next meeting.

    • Action: The Committee to continue discussion at its next meeting.
  9. Board ccPDP3 Review Mechanism Caucus Charter – The Committee considered and approved charter for the ccPDP3 Review Mechanism Caucus.

Published on 10 November 2023