Minutes | Board Governance Committee (BGC) Meeting 24 June 2018

BGC Attendees: Becky Burr (Chair), Maarten Botterman, Ron da Silva, Ram Mohan, and Lousewies van der Laan.

Board Member Observing: Avri Doria, Rafael Lito Ibarra, Khaled Koubaa, Matthew Shears.

ICANN org Attendees: Samantha Eisner (Deputy General Counsel), John Jeffrey (General Counsel and Secretary), Vinciane Koenigsfeld (Director, Board Operations), Elizabeth Le (Associate General Counsel), Wendy Profit (Senior Manager, Board Operations), Lisa Saulino (Board Operations Sr. Coordinator) and Amy Stathos (Deputy General Counsel).

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

1. Next Steps on Uniform Board Member Integrity Screening Process – The BGC discussed the draft Board paper recommending that the Board again encourage the Board-member selecting groups that do not currently employ a due diligence screening process similar to the Nominating Committee to adopt the Proposed Screening Process. The BGC further recommends that for any individual selected to serve as a Board member without undergoing the Proposed Screening Process, the Board will ensure that ICANN organization facilitate completion of the screening process upon the announcement of selection by the Board-member selecting group. The BGC approved the recommendation. The BGC asked that the proposed paper be revised to include a reference in the rationale about having a process in place to respond to the result when they come in and about ensuring the confidentiality of the information received as part of the screening process.
   • Action(s): ICANN org to revise proposed paper for Board consideration.
2. Proposed Revisions to Board Code of Conduct, Governance Guidelines, and Conflicts of Interest – The BGC discussed the proposed revisions to the Code of Conduct, the Governance Guidelines and the Conflicts of Interest Policy. The nature of the proposed changes is to conform with the changes in the post-transition Bylaws. The Committee members recognized that while the last revisions to these documents were published for public comment, a public comment proceeding is not necessary since these revisions are non-material changes made to align with the current Bylaws provisions. The Committee agreed to review the proposed revisions and provide comments over the next week on list. Thereafter, the proposed revisions and any appropriate changes based upon input from the Committee members will be presented to the Board with a recommendation that the Board adopt the revised documents.
   • Action(s):
     • Committee agreed to review the proposed revisions and provide comments over the next week.
     • ICANN org to prepare materials for Board consideration.
3. Board Self-Evaluation – The Committee discussed the results of the Board Self-Evaluation. The BGC discussed the idea of reviewing the results of the last Board Self Evaluation and compare them to the current set of data, although many of the Board members are new to the Board. The BGC discussed the need to develop some KPIs for the Committees. The BGC discussed the need to discuss some of the results of the self-evaluation and the BGC's takeaways from the results and its recommendations with respect to Board priorities, which can be communicated by way of a blog.  
   • Action(s)
     • ICANN org to circulate results of last Board Self Evaluation.
     • BGC Chair to prepare a blog discussing some of the results of the self-evaluation and the BGC's takeaways from the results and its recommendations for the Board.
4. Three Year Rolling Plan for Board Skills – The BGC discussed the three-year rolling plan for Board skills. The BGC Chair noted that she previously circulated several examples including the questionnaire that the Board completes annually. The next step is for a subcommittee to build the matrix with input from Board members as to what skills they would like to acquire and work on, what added value does the Board need that can contribute to the overall effectiveness of the Board, and then bring it back to the BGC for discussion. Maarten Botterman volunteered to work with Ram Mohan on the subcommittee to build the matrix.
   • Action(s)
     • BGC Chair to circulate a presentation prepared by Ram Mohan pertaining to questions about an engaged Board.
     • BGC subcommittee to develop writing the skills matrix based on the skills individual Board members would like to acquire and work on and bring it back to BGC for discussion.
5. Board Priorities – The BGC was provided with an update on the outcomes of an exercise conducted the day before. The items identified from the exercise will be added to a rolling list of priorities.
   • Action(s): Maarten Botterman to circulate updated list of priorities for FY19.
6. Review of the upcoming slating process – The BGC noted that consistent with past process, a questionnaire will be circulated to the Board members to indicate their skills, interests, etc. before the rest of the new Board takes seat. Following receipt of the completed questionnaire, the BGC will meet to create a proposed slate to the Board.
   • Action(s): ICANN org to circulate questionnaire.