Minutes | Meeting of the Governance Committee of the Board (BGC) | 12 September 2024

BGC Attendees: Catherine Adeya, Becky Burr, Sarah Deutsch (Chair), Danko Jevtović, and León Sánchez

BGC Member Apologies: Edmon Chung and Sajid Rahman

Other Board Member Attendee: James Galvin

ICANN org Attendees: Franco Carrasco (Board Operations Manager), 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 reviewed the agenda for the meeting.
2. Continued Discussion re Delegation Authority Guidelines – The Committee continued its discussion of the Delegation of Authority Guidelines (Guidelines). The Committee discussed revisions to the current draft to address the feedback received from the Board during the September Workshop in Los Angeles as to the coordination point between the Board and CEO in speaking for the organization. The Committee agreed that the language in current Board approved Guidelines appropriately addresses this issue and does not need to be revised. Following discussion, the Committee approved a recommendation to the Board to approve the revised Guidelines.
   • Action: ICANN org to prepare materials for Board consideration.
3. Selection of Nominating Committee (NomCom) 2025 Leadership – Danko Jevtović recused himself from this discussion, out of an abundance of caution to avoid any conflict of interest. The Committee continued the review of the 2025 NomCom Leadership candidates. Following discussion, the BGC approved a slate for the 2025 NomCom Chair and Chair-Elect to recommend to the Board for approval.
   • Action: ICANN org to prepare relevant materials for Board consideration.
4. Consideration of the BGC Subcommittee (Subcommittee) on Conflicts of Interest Final Report on New gTLD Program: Next Round (Next Round) – James Galvin recused himself from this discussion, out of an abundance of caution to avoid any conflict of interest. The Committee discussed the Subcommittee's Final Report on the Next Round conflicts. The Chair of the Subcommittee explained that the conclusions and recommendations of the Final Report regarding current Board member conflicts with the Next Round was made following thorough evaluation by the Subcommittee. Specifically, the Subcommittee evaluated the conflicts disclosed by current Board members relating to the Next Round to determine if these Board members have an actual, potential, and/or perceived conflict. The Subcommittee subsequently met with each conflicted member to discuss their conflicts and potential mitigation measures that might enable them to have access to materials and/or participate in Board discussions on any matters relating to the Next Round. The conflicted Board members agreed that their conflicts cannot be mitigated. The Final Report also recommended rules about confidentiality when the Board exercises its discretion to invite a conflicted Board member to provide subject matter expertise on an issue related to the Next Round. Following discussion, the Committee agreed to recommend that the Board approve the Final Report to the full Board.
   • Action: ICANN org to prepare relevant materials for Board consideration.
5. Continued Discussion re Board Committees and Other Board Groups Slating Discussion – The Committee received an update that ICANN org updated the slating worksheet to reflect the Committee's discussion. The Committee agreed to continue to discuss at its future meeting.
   • Action: ICANN org to update the slating worksheet to reflect the Committee's discussion.