Minutes | Board Governance Committee (BGC) Meeting 27 September 2015

BGC Attendees: Cherine Chalaby, Chris Disspain – Chair, Erika Mann, Gonzalo Navarro, Mike Silber, Bruce Tonkin, and Suzanne Woolf

Other Board Member Attendees: Rinalia Abdul Rahim, Asha Hemrajani, Markus Kummer, George Sadowsky, Ron da Silva

Executive and Staff Attendees: Megan Bishop (Board Support Coordinator), Michelle Bright (Board Support Content Manager), Allen Grogan (Chief Contracting Compliance Officer), John Jeffrey (General Counsel & Secretary), Melissa King (Vice President of Board Support), Vinciane Koenigsfeld (Board Support Content Manager), Elizabeth Le (Senior Counsel), Ashwin Rangan (Chief Innovation and Information Officer), and Amy Stathos (Deputy General Counsel)

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

1. Minutes – The BGC approved the minutes from the 3 September 2015 meeting.
2. Board Committee and Board Working Group Membership – The Chair advised that he is working on the slating of the Board Committee Membership to be considered by the BGC at its meeting in Dublin. The BGC reviewed the current Board Committees and agreed that all Committees, except for the New gTLD Program Committee, should continue into 2016. The BGC reviewed the charters of the Board Committees and considered whether the charters should be revised to include a provision for taking action without a meeting. The BGC approved a motion recommending that each Board Committee add the provision for taking action without a meeting to the boilerplate language of their Committee charters.
   • Action:
     • Staff to prepare proposed revised charters for all Board Committees to add the provision for taking action without a meeting to the boilerplate language.
3. Board Self Evaluation – The BGC considered and discussed proposed questions for a 2015 Board Self Evaluation. Staff provided a brief summary of the Board Self Evaluation processes in prior years and the Committee's decision to narrow the number of questions and to outsource the formulation of the self-evaluation questions to a vendor with experience in this area. The limited number of questions will allow the Board to measure the self-evaluations over a span of years to allow for a meaningful evaluation process, and assessment of changes over time. The BGC discussed creating a similar evaluation survey of the Board for the SO/ACs.
   • Actions:
     • Staff to revise questions per comments from BGC members and re-distribute to the BGC.
     • Staff to consider development of an evaluation survey of the Board for the SO/ACs to complete.
4. Individual Board Member 360-Degree Review - The BGC considered and discussed the proposed survey questions for the individual Board Member 360-degree review. The Committee suggested revising the survey to include questions that take into account diversity. The Committee also discussed the timing of the review. The Committee noted that it might be beneficial to seek input from the vendor on the usefulness of the proposed survey questions.
   • Action:
     • Staff to revise the propose survey for review at the next BGC meeting in Dublin.
5. Nominating Committee (NomCom) Chair and Chair-Elect – The BGC entered into a confidential session to discuss candidates for the 2016 NomCom Chair and Chair-Elect and agreed on a recommendation to the Board.
   •  Action:
     • Staff to revise the Board paper to include the BGC recommendations for Board consideration.

Published 18 October 2015