Minutes | Meeting of the Governance Committee of the Board (BGC) | 26 March 2026

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

BGC Member Apology: Catherine Adeya

Other Board Member Attendee: Patricio Poblete

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), Elizabeth Le (Deputy General Counsel), 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 Executive Session Procedures – Following discussion of the further revisions made as a result of the last BGC meeting the Committee approved the final version of the Board and Committee Meeting Executive Session Procedures.
   • Action: The BGC to share the Procedures with the full Board for discussion.
3. Discussion on Conflicts of Interest Issues – The BGC discussed the updated conflicts of interest disclosures submitted by two Board members relating to the Grant Program.  Based on the updated disclosures, the BGC agreed that neither Board member has a currently disclosed conflict that would prohibit the two Board members from participating in discussions and being granted access to materials related to the Grant Program.  Staff did remind the BGC that all the Board members have a continuing obligation to regularly and independently assess and disclose potential conflicts when participating in discussions or decisions and that it is BGC’s role to continue to remind Board members of these obligations.
   • Action: Staff to prepare a note for the BGC Chair to inform the two Board members of BGC’s decision.

4. “Independent” or “Unaffiliated” Directors and Role of the Nominating Committee (NomCom) – Staff provided the background on the recommendation resulting from the second organizational review of the NomCom that would require the NomCom to select a certain number of ICANN Board members from outside of the traditional ICANN community as a way to gain outside perspective.  The NomCom Review Implementation Working Group referred to this potential group as “Unaffiliated Directors” and developed a proposed statement outlining the criteria for this new, heightened standard.  Staff noted that during both the public comment and Board deliberations about this proposed definition of Unaffiliated Director, concerns were raised that the proposed definition was complex and difficult to operationalize.  As such, the BGC has been tasked with determining if, and if so, how, the recommendation that would require the NomCom to select a certain number of Board members that bring this outside perspective could or should be implemented.

   The BGC discussed the distinction between the U.S. Internal Revenue Service’s definition of “independent” directors, which serves as part of the baseline of the proposed definition, and the working group’s attempt to define a higher level of independence from the ICANN ecosystem.  The BGC noted that the Board has always included Board members who meet the IRS definition of “independence”, as well as those who were from outside the ICANN ecosystem.  The BGC discussed the importance of assuring that there are enough independent directors to allow the Board to take action without having to resort to mechanisms such as the prior Board New gTLD Program Committee, comprised of those who were independent and without conflicts of interest related to the Program.  The BGC also discussed possible approaches and the practical considerations of requiring the NomCom to appoint “independent” or “unaffiliated” directors, including the potential learning curve for Board members with limited prior exposure to ICANN and restrictive criteria that could unintentionally exclude qualified candidates.  The BGC asked staff to prepare a consolidated document reflecting the prior proposals, including those developed by the Board’s Organizational Effectiveness Committee for BGC review and discussion at an upcoming meeting.

   • Action: Staff to prepare a consolidated document for BGC review and comment to prepare for further conversation at an upcoming Committee meeting.
5. Discussion re Board Workshop Preference Survey – The BGC discussed the draft Board Workshop Preference Survey (Survey).  The BGC noted that the Survey is intended to gather feedback on how Board workshops are conducted, but it is not intended to address the overall Board workload or to determine the total number of workshops, as that would require a broader discussion by the full Board.  The BGC discussed several aspects of the questions in the Survey, including potential remote participation, timing of workshops, and structures of workshops.  The Chair requested that the BGC members review the revised Survey and provide additional comments.  The Chair noted that the Survey may be reviewed and discussed at a future Board meeting.
   • Action: BGC members to review the revised Survey and provide comments.  Staff to circulate the finalized Survey.
6. Board Liaison to Generic Name Supporting Organization (GNSO) Domain Name System (DNS) Abuse Policy Development Process (PDP) Working Group – The BGC Chair noted that three expressions of interest to serve on the GNSO DNS PDP Working Group (Working Group) were received.  The BGC discussed the scope and purpose of the Working Group, which is focused on a specific policy development process related to associated domain checks in the context of DNS abuse reporting, and that the Board Liaison’s role is to facilitate information sharing and coordination between the Boad and the Working Group.  The BGC also discussed whether potential conflicts of interest could arise given that some Board members may be affiliated with organizations affected by the policy outcomes, but noted the primary role is to facilitate information sharing.  Following discussion, the BGC approved James Galvin to serves as the Primary Board Liaison and Chris Buckridge to serve as the Alternate Board Liaison to the Working Group.
   • Action: Staff to prepare draft statement for the BGC Chair to send to the Board.
7. Update from Board Efficiency Work Team – Due to scheduling conflicts of the majority of the members, the first attempt to schedule the initial meeting of the Board Efficiency Work Team (Work Team) was not successful. The Work Team will re-schedule its initial meeting.
8. Executive Session – The BGC held an executive session without ICANN staff present.