Minutes | Meeting of the Governance Committee of the Board (BGC) | 12 February 2026

BGC Attendees: Catherine Adeya, James Galvin, Christian Kaufmann (Chair), Byron Holland, Sajid Rahman, and Miriam Sapiro

BGC Member Apology: Sarah Deutsch

ICANN Staff Attendees: Michelle Bright (Board Content Coordination Director), Samantha Eisner (Deputy General Counsel), John Jeffrey (General Counsel and Secretary), Vinciane Koenigsfeld (VP, Board Operations), Wendy Profit (Board Operations Senior Manager), Amy Stathos (Deputy General Counsel), and Theresa Swinehart (SVP, Global Domains and Strategy)

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

1. Agenda Review – The Chair reviewed the agenda for the meeting and conducted a conflicts check.
2. Board Members Whose Terms Are Ending Survey – Catherine Adeya recused herself from this discussion, out of an abundance of caution, to avoid any conflict of interest. The BGC approved the final version of the survey questions for Board members eligible for reappointment. The BGC will inform the Nominating Committee (NomCom) of the approval and staff will facilitate launch of the survey to the Board members.
   • Action: ICANN staff to send the survey to the full Board and absent objections by the Board, the survey will be sent to a third-party provider to launch the survey.
3. Revised Nominating Committee (NomCom) Standing Committee Charter – Catherine Adeya recused herself from this discussion, out of an abundance of caution to avoid any conflict of interest. The BGC reviewed proposed updates to the NomCom Standing Committee Charter (Charter), including the revisions previously discussed to expand eligibility requirements while still supporting the goals anticipated for the NomCom Standing Committee. Following discussion, the BGC approved a recommendation that the Board approve the publication of the proposed Charter for public comment.
   • Action: ICANN staff to prepare relevant materials for Board consideration.
4. Executive Session Procedures – The BGC continued its discussion on the proposed draft procedures for executive portions of Board and Board Committee meetings. ICANN staff presented a revised draft incorporating prior BGC feedback. The BGC discussed the draft language, scope, and applicability of the procedure. The BGC agreed that the executive sessions should appear as a standing agenda item for all meeting, to be used as needed. The BGC agreed that members should propose further revisions, if any, and staff should then provide recommendations on the proposed revisions for additional BGC review. The BGC also agreed that, once finalized, the procedure will be presented to the full Board for discussion.
   • Actions: The BGC to provide any further revision via email and then staff to provide recommendation on the BGC’s revisions for additional BGC review.
5. Board Efficiency Project – The BGC discussed next steps regarding Board efficiency improvements, following prior informal discussions and input from several Board members. The BGC agreed to establish an informal working team to review proposals, prioritize potential improvements, and develop recommended actions. Miriam Sapiro will lead the team, which will report back to the BGC. The BGC will then provide recommendations to the full Board. The BGC also agreed to send out a call for expressions of interest to the full Board and to solicit additional input.
   • Action: The BGC Chair to send to the full Board a call for expressions of interest to serve as a member of the work team and to solicit additional input from the full Board.
6. Board Workshop Frequency Preferences – As part of the broader Board efficiency initiative, the BGC discussed draft survey questions regarding frequency and format of Board workshops. The BGC agreed to revise the draft survey questions, circulate the revised draft to the full Board for input, and finalize the survey for distribution to the full Board.
   • Action: The BGC to revise the draft survey questions.
7. Board Member Training Tracking Chart – The BGC discussed an initiative to improve visibility and possible coordination of Board member training and professional development. The Chair noted that there is currently no centralized record of Board-funded training undertaken during Board members’ terms that is visible to all Board members. The BGC agreed that maintaining and sharing a consolidated training list would enhance transparency, increase awareness of available programs, and serve as a resource for Board members.
   • Action: The BGC Chair to circulate the consolidated training list to the full Board and Board Ops to maintain the list.
8. Executive Session – The BGC held an executive session without ICANN staff present.