Board Governance Committee (BGC) Meeting Minutes | 20 June 2009

BGC members present: Roberto Gaetano, Steve Goldstein, Dennis Jennings – chair, and Rita Rodin Johnston

Other Board members present: Harald Alvestrand, Peter Dengate Thrush, Ray Plzak, Mike Silber

Staff Members Present: Samantha Eisner, John Jeffrey, Diane Schroeder and Amy Stathos­­

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

1. Discussed and approved minutes from prior meeting, with one abstention due to absence from prior meeting.
   • Action: Staff to confirm that all members have proper access to tools for online approval of minutes going forward.
2. Reviewed status of committee action items identified at last meeting.
3. Reviewed committee selections approved by BGC and recommended for approval by Board.
4. Discussed status of call for expressions of interest for Nominating Committee (NomCom) Chair, which was posted on 5 June 2009 and closes 10 July 2009.
   • Action: Staff to continue forwarding expressions of interest to BGC chair.
5. Discussed process for selecting NomCom Research and Academia representative (R&A) and whether BGC needs to formalize process or identify entity other than BGC to be responsible for R&A selection in the future.
   • Actions:
     • Staff to provide recommendations on how to formalize process, including potential referral to the Structural Improvements Committee to determine given NomCom and GNSO reviews;
     • BGC chair and member to reach out to potential candidates for selection this year.
6. Discussed development of process for BGC to provide guidance to NomCom regarding the identified skill sets needed on Board, while acknowledging and maintaining independence of NomCom.
   • Action: Staff to prepare a paper on how guidance may be transmitted to the NomCom.
7. Discussed suggested revisions to Conflicts of Interest policy resulting from public comments received.
   • Actions:
     • Staff to further revise policy to state that, in addition to identifying a potential conflict on a particular matter and abstaining from voting on that matter, a director with an identified potential or actual conflict should not participate in deliberations on the matter unless invited by a majority of other Board members to do so;
     • BGC to determine if further revised policy requires additional public comment;
     • Staff to draft note for BGC to present to Board chair setting out process for immediate implementation;
     • Staff to develop process to research potential conflicts in view of each Board agenda to assist in identifying conflicts;
     • Staff to provide briefing to BGC on evolving definition of an independent director.
8. Discussed Board induction program creation.
   • Action: Staff to circulate to BGC materials on proposed induction program as considered by Staff and committee chair.
9. Discussed status of creation of electronic workplan, using existing methods, for tracking of BGC activities.
   • Action: Staff to provide BGC with sample of electronic workplan for discussion at next BGC meeting.
10. Discussed creation of future Board training programs and process to gather feedback from those sessions.
    • Action: Staff and committee chair to continue to formalize training program for next year; Staff to create a formal feedback process.
11. Discussed Board self-assessment and BGC test of online assessment system.
    • Actions:
      • BGC agreed to recommend that the Board adopt the tested online program;
      • Board to perform the Board, Chair, and Board members self-assessment over next months; and
      • review the results at Board retreat in September 2009.
12. Discussed BGC’s role in consideration of Board and Chair remuneration.
    • Actions:
      • Staff to develop a process note on how to move forward to allow the Board to consider whether to offer remuneration to the Board Chair;
      • BGC to poll other Board members to determine how many would consider accepting compensation if it is available.
13. Discussed Board leadership selection process.
    • Action: Staff to prepare a chart of length of service of Board members.
14. Discussed and unanimously approved charter for CEO Selection Committee.
15. Discussed Executive Committee charter.
    • Action: BGC to address at next meeting.
16. In anticipation of Board approval of the BGC recommendations on future committee membership, the chair thanked Roberto Gaetano for his contributions and service to the BGC.