Minutes | Board Governance Committee (BGC) Meeting | 29 May 2020
BGC Attendees: Becky Burr, Ron da Silva, Ihab Osman, Matthew Shears, and Tripti Sinha (Chair)
BGC Apologies: Kaveh Ranjbar and León Sánchez
Other Board Member Attendees: Sarah Deutsch and Avri Doria
ICANN Org Attendees: Michelle Bright (Board Content Coordination Director), Samantha Eisner (Deputy General Counsel), John Jeffrey (General Counsel and Secretary), Aaron Jimenez (Board Operations Specialist), Vinciane Koenigsfeld (Senior Director, Board Operations), Liz Le (Associate General Counsel), Wendy Profit (Board Operations Senior Manager), Lisa Saulino (Board Operations Specialist), and Amy Stathos (Deputy General Counsel)
The following is a summary of discussions, actions taken and actions identified:
- Agenda review and requests to add to Any Other Business (AOB) – The Chair reviewed the meeting agenda and added an item under AOB regarding assigning existing Board Caucuses and Working Groups to Sponsoring Committees in accordance with the Establishing and Maintaining Board Working Groups and Caucuses and Identifying Board Liaisons to Community Groups Framework.
- Review of Prior Action Items – The BGC recapped the action items from the last meeting and confirmed that the prior action item of ICANN org incorporating the Committee's modifications to the Board Member Evaluation survey questions and recirculating the document to the BGC for final review has been completed. The BGC also confirmed that the prior action item of ICANN org incorporating the Committee's modifications to the Establishing and Maintaining Board Working Groups and Caucuses and Identifying Board Liaisons to Community Groups Framework and recirculating the final document to the Committee has been completed.
Update on Refining Board Leadership Selection Process – The BGC reviewed the current process for Board leadership selection. The Committee reviewed and discussed the seven issues with the current selection process that have been identified by the sub-group working on refining the process and in prior discussions. The Committee discussed possible solutions to address these issues. The Committee agreed that further discussion is needed at the BGC level before the matter is ready to be presented to the full Board. The Committee agreed to resume the discussion at a separate BGC meeting,
- Action Item: ICANN org to schedule a BGC meeting within next few weeks.
Call for Expressions of Interest (EOI) for 2021 Nominating Committee (NomCom) Chair and Chair Elect - The BGC reviewed the draft Call for EOI for the 2021 NomCom leadership, and directed ICANN org to proceed with publishing the Call for EOI.
- Action item: ICANN org to publish Call for EOI promptly.
Board Skills Matrix - The BGC received a briefing on the process for Board Skills Matrix Survey for 2020. The BGC agreed that the question relating to age should be removed from the survey.
- Action item: ICANN org to revise the survey form to delete the question relating to age and launch the survey.
Board Self Evaluation Survey - The BGC reviewed the current Board Self Evaluation Survey, which is completed every two years, to determine if the questions are sufficient or if the survey needs to be updated. The Committee noted the definition of rating #3, which is currently defined as "neutral" on the rating scale, seems somewhat vague and asked ICANN org to suggest replacement for the term "neutral". The BGC agreed that question Nos. 12 and 13 relating to the evaluation of the Board Chair and Vice-Chair need further review as they currently call for just a yes or no response. The Chair will evaluate these questions with ICANN org offline and bring back to the BGC at its next meeting.
- ICANN org to consult with external resources and suggest replacement for the term "neutral" on the rating scale.
- BGC Chair and org to evaluate the survey questions relating to the evaluation of the Board Chair and Vice-Chair offline and bring back to the BGC at its next meeting.
Board Working Groups and Caucuses - The BGC discussed the plan to assign Sponsoring Committees to existing Board Working Groups and Causes. ICANN org will take a first cut in identifying potential Sponsoring Committees for the existing Board Working Group and Causes. Thereafter, the BGC will review the Org's recommendations, make changes as appropriate, and then send it out to the Chairs of the proposed Sponsoring Committees for input.
- Action item: ICANN org to identify potential Sponsoring Committees for the existing Board Working Groups and Caucuses and bring suggestions back to the BGC.
Published on 09 June 2020