Minutes | Board Governance Committee (BGC) Meeting 10 September 2021

BGC Attendees: Becky Burr, Ron da Silva, Sarah Deutsch, Ihab Osman, León Sánchez, Matthew Shears, and Tripti Sinha (Chair)

Other Board Member Attendees: Avri Doria, Maarten Botterman, Danko Jevtović, and Patricio Poblete

ICANN org Attendees: Franco Carrasco (Board Operations Specialist), John Jeffrey (General Counsel and Secretary), Vinciane Koenigsfeld (VP, Board Operations), Elizabeth Le (Associate General Counsel), Wendy Profit (Board Operations Senior Manager), Lisa Saulino (Board Operations Specialist), and Amy Stathos (Deputy General Counsel)

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The following is a summary of discussions, actions taken and actions identified:

1. Agenda review – The Chair reviewed the meeting agenda.
2. Opening Remarks – The BGC Chair reported that she has spoken with the incoming Board members and that she has a good sense of exactly on which Board Committees they would like to sit.
3. Slating Discussion - Board Committees and Other Board Groups - The BGC discussed membership and leadership of the Board Committees, Board Working Groups and Board Caucuses, as well as Agenda Block Leads, taking the revised Committee Slating Guidelines (Guidelines) into account. The BGC Chair noted that the recent revisions to the Guidelines, which were adopted by the BGC on 25 August 2021, included the codification of the process for slating of certain committees that are to be chaired by the Board chair. The BGC noted that this process has been the practice in place for some years and that by including it in the Guidelines simply codifies the existing practice. Specifically, the committee discussed that as it relates to the membership of the Compensation Committee and Executive Committee, the number of members that can serve on those Committees is defined in each Committee Charter, and the practice of how the membership of those committees is recommended to the Board is codified in the Slating Guidelines. The BGC did not complete its slating discussion and agreed to continue the discussion at the next available opportunity.

Published on 18 October 2021