Minutes | Meeting of the Governance Committee of the Board (BGC) | 5 December 2024

BGC Attendees: Becky Burr (Chair), Sarah Deutsch, James Galvin, Christian Kaufmann, Sajid Rahman, and Miriam Sapiro

BGC Member Apology: Catherine Adeya

ICANN org Attendees: Franco Carrasco (Board Operations Manager), Samantha Eisner (Deputy General Counsel), John Jeffrey (General Counsel and Secretary), Elizabeth Le (Deputy General Counsel), Amy Stathos (Deputy General Counsel), and Theresa Swinehart (SVP, Global Domains & Strategy)

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

1. Agenda review – The Chair welcomed the new members to the Committee and reviewed the agenda for the meeting. The Chair noted that one of the items on the proposed agenda will be considered by the Committee at a future meeting.
2. Proposed Revision to Risk Committee Charter – The Committee discussed the Board Risk Committee's (BRC) proposed revisions to its current Charter. The Committee noted the new responsibilities on internal audit function proposed in the Charter align with the Board's decision earlier this year that the internal audit function should report to the BRC. The Committee also made suggested edits to the proposed revision for the BRC's consideration, and agreed that seeking the Board Audit Committee and Board Finance Committee (BFC) for feedback would be a good idea.
   • Actions:
     • ICANN org to update the revisions to the Risk Committee Charter to address the BGC's discussion and circulate the updated draft online for Risk Committee for consideration.
     • ICANN org to inform the BRC Chair about the BGC's idea to seek feedback from the Board Audit Committee and BFC on the charter.
3. Discussion re Call for Volunteers for Standing Committee on Continuous Improvement – The Committee discussed appointing Board liaisons to the Standing Committee on Continuous Improvement (SCCI). The SCCI, to be established, will consist of a total of 21 members, two Board liaisons, and nine observers. The BGC Chair noted that the Generic Names Supporting Organization (GNSO) suggested that the two Board liaisons be Becky Burr and Chris Buckridge, as they are the GNSO-appointed Board members. The Committee agreed to open a call for expressions of interest to the full Board, but note in that call that the GNSO recommended Becky Burr and Chris Buckridge.
   • Actions:
     • BGC Chair to open a call for expressions of interest to the full Board, noting that the GNSO recommended that the Board appoint Becky Burr and Chris Buckridge to the positions.
4. Discussion re Replacing Departed Board Members Who Served as Liaisons to Community Working Groups – The Committee discussed whether replacements for the departed Board members who served as liaisons to various community working groups are needed. The Committee reviewed the status of Board liaisons to the various community working groups and identified the community working groups that require replacement of Board liaisons. The Committee agreed that the BGC Chair should send out a call for volunteers to the Board to serve as liaisons to the Planning Prioritization Group and the Evolution of the MSM Project.
   • Actions:
     • BGC Chair to send out a call for volunteers to the Board on the open Board liaison positions.
5. Approval of Board Liaison to Development Process for the Transfer Policy Review Working Group – The Committee agreed that Alan Barrett, who volunteered, be named as the Board liaison to the Development Process for the Transfer Policy Review.
   • Actions: ICANN org to work with Board Chair to notify Transfer Policy Review Working Group.
6. Discussion re Board Skillsets Guidance to Nominating Committee – The Committee reviewed the draft of skillsets guidance letter to the Nominating Committee (NomCom) for their consideration as the NomCom looks to seat Board members at the end of the 2025 Annual General Meeting. The BGC revised the draft letter to reflect the Committee's discussion and requested ICANN org to send the revised version to the BGC Chair for distribution to the Board and then the NomCom.
   • Actions:
     • ICANN org to send the revised draft to the BGC Chair for distribution to the Board and the NomCom.
7. Update on Board Self-Evaluation – The Chair noted the Board self-evaluation results are expected in the next week. After receiving the results, the BGC will conduct a detailed review and present the results and the BGC's thoughts to the full Board.
8. AOB
   • BGC Chair Alternate – The Chair informed the BGC that Sarah Deutsch has agreed to serve as the BGC Chair alternate in the event the Chair is unavailable for a meeting or is otherwise unavailable to fulfill her role as Chair.