Board Governance Committee (BGC) Meeting Minutes | 17 August 2009

BGC Attendees: Dennis Jennings – chair; Harald Alvestrand, Steve Goldstein, Rita Rodin Johnston, Ram Mohan, and Raymond Plzak

Staff Attendees: Samantha Eisner and Amy Stathos

ICANN General Counsel: John Jeffrey

---

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

1. Discussed and unanimously approved minutes from prior meeting.
2. Reviewed status of committee action items identified at last meeting.
   • Action:
     • BGC to review action items list not addressed on agenda to provide comments or determine if additional items should be added.
3. Discussed formalizing a procedure for selection of a Research and Academia appointee to the Nominating Committee (NomCom).
4. Engaged in preliminary discussion and planning for slating of Board committee membership and leadership selection.
   • Action:
     • BGC Chair, with staff input, to formulate a method to poll Board member interest in leadership positions;
     • BGC Chair to circulate further information on slating prior to next BGC meeting;
     • Staff to work with BGC to schedule next meeting for in-depth discussion on committee membership.
5. Received update on the call for expressions of interest for NomCom chair and discussed candidates. Unanimously approved of recommending Board approval of candidate.
   • Action:
     • Staff to present BGC recommendation to the Board for approval.
6. Discussed selection of Board members for the Board-GAC Working Group (WG). With one abstention, all other voting BGC members approved of recommending five Board members for the WG, including the recommendation of a one of those members as the co-Chair.
   • Action:
     • Staff to present BGC recommendation of Board member composition of Board-GAC WG to the Board for approval.
7. Received update from Staff on the enhanced definitions of independence for directors of not-for-profit organizations and discussed the need to work with the entities within ICANN responsible for appointment or selection of Board members to receive advice on considerations of independence.
   • Actions:
     • Staff to provide initial analysis of status of independence of current Board members;
     • Staff to provide guidance on factors and rules to be used for evaluation in independence;
     • Staff to provide an initial draft of guidance to be presented to the NomCom and other entities selecting ICANN Board members.
8. Discussed need to formulate position descriptions for Board and Board committee positions, and succession plans.
   • Action:
     • Staff to insert item onto yearly calendar for during the next cycle.
9. Discussed a review of the BGC meeting schedule and coordinating meetings with a structured work plan.
   • Action:
     • Chair of BGC to work with Staff to modify BGC meeting schedule.
10. Engaged in preliminary discussion on ideas to improve Board performance and efficiency, with a focus on strategic planning.
    • Action:
      • BGC to add topic to work list and future meeting action items list.