Minutes | Meeting of the Governance Committee of the Board (BGC) | 23 July 2024

BGC Attendees: Catherine Adeya, Edmon Chung, Sarah Deutsch (Chair), and Danko Jevtović.

BGC Member Apologies: Becky Burr, Sajid Rahman, and León Sánchez

Other Board Member Attendees: James Galvin, Patricio Poblete, and Katrina Sataki

ICANN org Attendees: Michelle Bright (Board Content Coordination Director), Franco Carrasco (Board Operations Manager), Samantha Eisner (Deputy General Counsel), John Jeffrey (General Counsel and Secretary), Elizabeth Le (Deputy General Counsel), 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.
2. Continued Discussion re Delegation of Authority Guidelines (Guidelines) – The Committee continued its discussion of the updated Guidelines, and the additional edits to the current draft proposed by certain Board members following the Board's discussion at the May 2024 Workshop. Specifically, the Committee discussed whether the Guidelines should be revised to reflect that the Board, in addition to the President and CEO, has the authority to speak for the organization. The Committee discussed whether such an update to the Guidelines would be contrary to current practice as well as the Board approved Code of Conduct, paragraph F.2. The Committee noted that this could create confusion and disparate messaging regarding the President and CEO's responsibilities, particularly as it relates to overseeing the day to day operations of the organization. The Committee determined that since the matter concerns the balancing of responsibilities of the Board and the President and CEO, it should be brought to the full Board for discussion and alignment at the September 2024 Workshop.
   • Action: ICANN org to prepare a short briefing for the full Board of the key issues for consideration during the September 2024 Workshop.
3. Discussion re Impact of Nominating Committee (NomCom) Related Bylaws Change – The BGC noted that the current NomCom leadership has expressed concerns that the 2025 NomCom membership will be comprised of entirely new members due to the NomCom related Bylaws change resulting from the recommendations of the NomCom Review Implementation Working and that this could result in a potential lack of institutional knowledge in the NomCom processes among the 2025 NomCom membership. The Committee received a briefing on the meeting that took place during ICANN80 in Kigali between some BGC members, ICANN staff, and the NomCom leadership, at the request of the NomCom leadership, to discuss these concerns. At that meeting, the NomCom leadership suggested some measures to mitigate the potential lack of institutional knowledge in the NomCom processes among the 2025 NomCom membership. These measures include ensuring that there is a NomCom Standing Committee in place in advance of the start of the 2025 NomCom's work, encouraging the Supporting Organization and Advisory Committee (SO/AC) appointing bodies to appoint delegates who have previous experience with the NomCom, providing early training, and maintaining stability at the NomCom leadership level. The BGC discussed sending a letter to the SO/AC appointing bodies encouraging them to nominate individuals with experience for the 2025 NomCom membership, and asked ICANN staff to circulate a draft letter for the Committee's consideration. The BGC also discussed the impact of the Bylaws change on the NomCom leadership and noted that two-year term limit under the Transition Article of the Bylaws only applies to voting delegates and not the Board-appointed leadership.
   • Action: ICANN org to share with the BGC a draft letter from the BGC to the SO/AC appointing bodies encouraging them to nominate individuals with experience for the 2025 NomCom membership.
4. Discussion re NomCom 2025 Leadership Selection – The Committee reviewed the Expressions of Interest and curricula vitae received for the 2025 NomCom leadership. Danko Jevtović recused himself from the selection process out of an abundance of caution to avoid any perception of a conflict of interest.
   • Actions:
     • BGC to identify candidates for interviews.
     • ICANN org to schedule candidate interviews.
5. Update on Launch of Board Three-Year Skills Matrix Survey – The Committee noted that the Board Skills Matrix Survey will be launched shortly, and that the results of the Survey will be used to inform the slating process.
   • Action: ICANN org to launch Three-Year Skills Matrix Survey.
6. Board Self-Evaluation Survey – The BGC noted that it should evaluate whether the current Board Self-Evaluation Survey process is optimal and meets the current needs of the Boards. The Committee agreed to discuss the matter at the future meeting.