Minutes | Meeting of the Governance Committee of the Board (BGC) | 16 January 2026

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

ICANN Staff Attendees: Michelle Bright (Board Content Coordination Director), Samantha Eisner (Deputy General Counsel), John Jeffrey (General Counsel and Secretary), Elizabeth Le (Deputy General Counsel), and Amy Stathos (Deputy General Counsel).

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. Evaluation of Board Member's Conflicts re New gTLD Program: 2026 Round – James Galvin and Byron Holland recused themselves from this discussion, out of an abundance of caution to avoid any conflict of interest. The BGC discussed the potential conflict of interest regarding a Board member concerning the New gTLD Program: 2026 Round. The BGC reviewed the nature of conflict, mitigation proposed, and historical treatment of conflicts.Following discussion, the BGC concluded that a conflict of interest exists regarding the New gTLD Program: 2026 Round, and it cannot be sufficiently mitigated as suggested. The BGC also discussed how best to leverage the expertise of conflicted Board members without revealing any non-public, confidential information to those conflicted Board members, and noted this is an ongoing discussion.
   • Actions:
     • ICANN staff to prepare draft statement for the BGC Chair.
     • The BGC Chair to communicate the BGC's decisions to the Board member.
3. Discussion and Decision on Term-Ending Board Member Survey – Catherine Adeya recused herself from this discussion, out of an abundance of caution, to avoid any conflict of interest. The BGC reviewed and discussed the proposal received from the Nominating Committee's (NomCom) regarding the survey questions for Board members eligible for reappointment. The BGC asked staff to provide a document with revised survey questions for BGC feedback via email.
   • Action: ICANN staff to incorporate the BGC's feedback to the NomCom's proposal and send to the BGC for comments via email.
4. Discussion of Nominating Committee Standing Committee – Catherine Adeya recused herself from this discussion, out of an abundance of caution to avoid any conflict of interest. ICANN staff noted that after issuing two a Calls for Expression of Interest for members of the Nominating Committee (NomCom) Standing Committee (Standing Committee) yielded only a few viable candidates, with a lack of overall diversity, making it difficult to form a balanced committee. To address this, the BGC discussed a proposal to amend the Standing Committee's charter to shift the focus from strictly requiring past NomCom service experience to prioritizing broader community expertise and recent experience. Following discussion, the BGC agreed to consider a proposed amendment to the charter.
   • Action: ICANN staff to prepare relevant materials for BGC's approval.
5. Discussion of "Proposed Executive Session Procedures" – The BGC discussed proposed procedures for executive portions of Board and Board Committee meetings. The BGC noted that the suggestion is for executive sessions to be a standing agenda item for all Board and Board Committee meetings. The BGC noted that clear procedures would be important to identify "off-limit" topics that would require legal counsel to join. Following discussion of the proposed procedures, the BGC asked staff to revise them to reflect the BGC's discussion.
   • Action: ICANN staff to revise procedures to reflect the BGC discussion.
6. Approval of New Member to Grant Program Board Caucus – The BGC members were reminded to finalize the appointment of a Board member to the Grant Program Board Caucus via email.
   • Action: The BGC members who have not yet approved via email are to do so.
7. AOB
   • Meeting Efficiency and Agenda Management – The BGC Chair addressed the recurring issue of agenda overruns noting that the volume of other topics often exceeds the allotted 90 minutes. The BGC Chair proposed several ways to improve efficiency and requested the BGC members to provide feedback on the proposal.
     • Action: The BGC members to provide feedback to the BGC Chair.