Minutes | Board Governance Committee (BGC) Meeting 11 October 2017

Board Governance Committee (BGC) Attendees: Cherine Chalaby, Chris Disspain (Chair), Asha Hemrajani, Markus Kummer, Ram Mohan, and Mike Silber

BGC Member Apologies: Rinalia Abdul Rahim

Other Board Member Attendees: Maarten Botterman, Becky Burr, and Louswies van der Laan

Invited Observers: Sarah Deutsch and Léon Sanchez

ICANN Organization Attendees: Akram Atallah, (President, Global Domains Division), Susanna Bennett (Chief Operating Officer), Michelle Bright (Board Content Senior Manager), John Jeffrey (General Counsel and Secretary), Vinciane Koenigsfeld (Board Training & Content Senior Manager), Elizabeth Le (Associate General Counsel), Wendy Profit (Manager, Board Operations), Lisa Saulino (Board Operations Senior Coordinator), and Amy Stathos (Deputy General Counsel)

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

1. Board Committee and Leadership Slate Recommendations – The BGC moved to recommend that the Board adopt the proposed Board leadership and Board Committee slate for 2018.
   • Actions:
     • ICANN organization to prepare materials for Board consideration.
2. Board Committee Charter Amendment Recommendations – The BGC discussed proposed amendments to the charters of the following committees as part of the process of standardizing Committee charters: Audit Committee, Compensation Committee, Executive Committee, Finance Committee, Governance Committee, Organizational Effectiveness Committee, and Risk Committee. Additionally, the BGC discussed some substantive amendments to the Risk Committee and Governance Committee to further clarity the Scope and Responsibilities of those Committees. The BGC moved to recommend that the Board approve the proposed Charter amendments.
   • Actions:
     • ICANN organization to prepare materials for Board consideration.
3. Revised Board Committee and Leadership Slating Procedures Document – The BGC moved to recommend that the Board adopt the proposed revised Board Committee and Leadership Slating Procedures.
   • Actions:
     • ICANN organization to prepare materials for Board consideration.
4. Board Member Peer Evaluation Cadence – The BGC reviewed the proposed Board member peer evaluation cadence and the next steps in the process which includes informing the full Board of the proposed cadence.
   • Actions:
     • BGC Chair to send note to the full Board.
5. CPE Process Review Update – The BGC received an update on the status of the CPE Process Review. The investigative work on the second track has been completed. FTI in the process of preparing its report for the Scope 1 of the review, which relates to an examination of the interaction between ICANN organization staff and the CPE provider. Once the report for Scope 1 is completed, FTI will preparing the reports on Scopes 2 and 3, respectively.
6. 6. BAMC/BGC Transition Process re Pending Reconsideration Requests – The BGC discussed that as part of its approval of the Fundamental Bylaws amendment redesignating the Reconsideration responsibilities under Article 4, Section 4.2 of the ICANN Bylaws, the ICANN Board committed that there would be minimal impact on reconsideration requestors with requests pending at the time of the transfer of the Reconsideration responsibilities from the BGC to the BAMC. The Board directed the BGC to coordinate with the BAMC in this effort. The BGC considered the proposed transition process document to carry forth the Board’s directive.
   • Actions:
     • ICANN organization to create document on Transition Process for publishing.
7. Uniform Board Member Integrity Screening – The BGC noted that due to the ever-increasing scrutiny of the ICANN Board of Directors, it is a good and recommended practice to include candidate screening in the board member selection process with a view towards seating Board members with high levels of integrity. The BGC noted that there is no uniform practice in place today for conducting screening of Directors and Liaisons selected to the ICANN Board. The BGC discussed the need to engage the community for their feedback on screening across appointees as well as the possibility of standardizing the process and criteria. This is not intended to modify the other selection criteria applied by any of the appointing organizations.
   • Actions:
     • ICANN organization to prepare a paper regarding the proposed process and a communications plan to engage the community.

Published on 31 October 2017.