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Minutes | Board Governance Committee (BGC) Meeting

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

Other Board Member Attendees: Cherine Chalaby

ICANN Organization Attendees: Susanna Bennett (SVP & Chief Operating Officer), John Jeffrey (General Counsel & Secretary), Vinciane Koenigsfeld (Board Training & Content Elder Manager), Elizabeth Le (Associate General Counsel), Wendy Profit (Manager, Board Operations), & Amy Stathos (Deputy General Counsel)

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

  1. Review of Conflicts of Interest Disclosure Statements – The BGC noted that pursuant to its Charter, it is responsible for “review[ing] the annual conflicts of interest forms required from each Directors and Liaisons & shall consider any & all conflicts of interest that may arise under the Conflicts of Interest Policy.”  The Committee reviewed the summary of conflicts of interest disclosures for 2018.  The BGC agreed that the summary should be distributed to the full Board for review prior to publication.
    • Actions:
      • ICANN organization to circulate the summary of conflicts of interest disclosures to the full Board.
      • Board members to review summary of conflicts of interest disclosures & provide edits as needed.
      • ICANN organization to publish summary of conflicts of interest disclosures.
  2. Board Member Skillsets Guidance to the Nominating Committee – The BGC discussed the draft Board member skillsets guidance to the Nominating Committee & suggested certain revisions to the document.
    • Actions:
      • ICANN organization to revise the Board member skillsets guidance to the Nominating Committee document & circulate to the Committee.
      • The BGC Chair to provide executive summary that accompanies the document & distribute to the Board Chair for forwarding to the Nominating Committee.
  3. Board Member Peer Evaluations – The Committee reviewed the current peer evaluation cadence. The Committee noted that the first tranche of reviews is underway. The Committee discussed whether Board members who are in their final year on the Board should be required to undergo an evaluation or whether they should have the opportunity to opt out.  The BGC noted that the intent of the peer evaluations is for individual feedback to the Board members who are being reviewed.
    • Action:
      • The BGC to review the survey questions that is made available to the selecting bodies at the Committee’s next meeting.
  4. 2018 Work Plan – The BGC reviewed the 2018 work plan. The BGC indicated that the Board priorities document should be incorporated into the work plan, noting that it is important for the Committee to look at potential new priorities & deliverables approximately three times a year.
    • Action:
      • ICANN organization to revise the work plan to include the Board priorities document.
  5. AOB
    • BGC Succession Plan – The BGC Charter specifies that the Committee “shall maintain a succession plan for the Committee, which should include identifying the experience, competencies & personal characteristics required to meet the leadership needs of the Committee. The Committee shall annually review the succession plan to ensure that it meets the needs of the Committee.” The Committee agreed to undertake a discussion about succession planning at its next meeting.
    • Board member integrity screening – The BGC was advised that the status of the integrity screening for the Board members that volunteered to undergo the screening is on track & near completion.
    • Priorities & Deliverables – The Committee received an update on the Board priorities and deliverables project.

Published on 18 January 2018.


Updated: December 6, 2017 — 2:00 pm

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