Minutes | Board Governance Committee (BGC) Meeting | 7 April 2022
BGC Attendees: Becky Burr, Sarah Deutsch, Avri Doria, Danko Jevtović, Ihab Osman, León Sánchez, and Tripti Sinha (Chair)
Other Board Member Attendees: Katrina Sataki
ICANN org Attendees: Franco Carrasco (Board Operations Specialist), John Jeffrey (General Counsel and Secretary), Elizabeth Le (Associate General Counsel), Wendy Profit (Board Operations Senior Manager), and Amy Stathos (Deputy General Counsel)
The following is a summary of discussions, actions taken and actions identified:
- Agenda review – The Chair opened the meeting and reviewed the meeting agenda. Avri requested an item regarding Board Operational Priority 4.2.5 under AOB.
Call for Expressions of Interest (EOI) for 2023 Nominating Committee (NomCom) Leadership – The Committee reviewed draft Call for EOI for the 2023 NomCom Chair and Chair-Elect, and agreed that no changes are required.
- Action - ICANN org to publish the Call for EOI.
Discussion re Initiation of the Board Skills Matrix Survey – The Committee reviewed and discussed Board Skills Matrix Survey, which will be used to inform the slating process. The Committee noted some technical improvements may be needed before the survey is launched. The Committee asked staff to resolve the technical issues and to coordinate with the Committee Chair on timing for launching the survey. The Committee also discussed reducing the number of Board Caucuses and Working Group.
- Action - ICANN org to resolve the technical issues and to coordinate with the Committee Chair on timing for launching the survey.
Initial Discussion re Review of Conflicts of Interest Policy and Review of Corporate Governance Guidelines – The BGC discussed the Conflicts of Interest Policy and Corporate Governance Guidelines review process. The Chair requested that BGC members review the Conflicts of Interest Policy and Corporate Governance and provide their feedback online. The organization will undertake the review of the Conflicts of Interest Policy and Corporate Governance Guidelines and revert to the BGC with the results of the review. The org noted that the review will be conducted by outside counsel and will include best practices and relevant regulations.
- BGC members to review the Conflicts of Interest Policy and Corporate Governance and provide their feedback online.
- ICANN org to undertake the review of the Conflicts of Interest Policy and Corporate Governance Guidelines and revert to the BGC with the results of the review.
- Update on Membership Change to the Board Caucus on General Data Protection Regulation/Expedited Policy Development Process – The BGC Chair advised that James Galvin has been added to the Board Caucus on General Data Protection Regulation/Expedited Policy Development Process membership.
Selection of Board Member Seat for the Independent Review Process (IRP) Implementation Oversight Team (IOT) – The Committee discussed the selection for the Board seat on the IRP-IOT previously held by Nigel Roberts and appointed León Sánchez to fill the position. The BGC discussed the process of becoming an observer to the IRP-IOT and asked staff to provide additional information on the process.
- Action - ICANN asked staff to provide additional information on how to become an observer of the IRP-IOT.
- Board Operational Priority 4.2.5 – The BGC discussed possible mechanisms for measurement method that can be put in place to measure the community's feedback of Board improvements being made in transparency and accountability. The BGC Chair noted that the item will be added to the docket for the Committee's next meeting.
- Executive Session – The Committee entered into a confidential executive session.
Published on 25 May 2022