Minutes | Meeting of the Governance Committee of the Board (BGC) | 22 February 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: Patricio Poblete

ICANN org Attendees: Franco Carrasco (Board Operations Manager), John Jeffrey (General Counsel and Secretary), Elizabeth Le (Associate General Counsel), Wendy Profit (Board Operations Senior Manager), 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.

2. Board Committee Charter Revisions – The Committee discussed and approved a recommendation for Board approval of proposed revisions to the charters for the Board Strategic Planning Committee and Board Technical Committee. The proposed revisions are to help ensure that charters reflect the most current governance requirements and actual committee practices.

   • Actions: ICANN org to prepare relevant materials for Board consideration.
3. Charter of Board Caucus on New gTLD Program: Next Round – The Committee discussed and approved the proposed charter of the Next Round Board Caucus.

4. Continued Discussion re Delegation of Authority Guidelines (Guidelines) – The Committee continued its discussion of the Guidelines, using a matrix format for better readability. The Committee discussed and agreed that the authority over selecting and approving public meeting locations should be designated to the President and CEO, noting that the Board retains the authority to approve the budget for meeting locations and the overall authority to approve a change of meeting locations where necessary. The Committee noted that ICANN org performs risk, security, and human rights assessments as part of its evaluation in selecting public meeting locations, and that the Board is informed of the assessments as part of the Board Finance Committee's and Board's consideration of proposed meeting budget. The Committee requested that ICANN org add a legend to the matrix to clarify the meanings of the various columns and to update the document to reflect the Committee's discussion for further review by the Committee online.

   • Actions: ICANN org to update the draft Guidelines to address the BGC's discussion and circulate the updated draft online for BGC approval.

5. Establishing Board Caucus re ccPDP4 – The Committee considered and approved a proposal to establish a Board Caucus on ccPDP4. The Committee asked ICANN org to prepare and send out a call for expression of interest to serve on the Caucus.

   • Actions: ICANN org to prepare a call for expression of interest to serve on the Caucus for the Committee Chair to send to the Board.

6. Discussion re Board Chair and Vice-Chair Evaluation – The Committee discussed evaluation of the Board Chair and Vice-Chair and how it relates to peer evaluations. The Committee discussed the historical context of the evaluation. The Committee asked ICANN org for additional information on whether there is a need for a separate evaluation for the Board Chair and Vice-Chair or is it sufficiently covered by the peer evaluations.

   • Actions: ICANN org to provide Committee with information on evaluation for the Chair and Vice-Chair.

7. Board Member Peer Evaluation – The org noted that the five-question peer evaluation survey for the term ending Board members who may be seeking an additional term will be launching shortly after ICANN79.

   • Actions: ICANN org to prepare a note for the Committee Chair to distribute to the full Board notifying them of the survey launch and to facilitate the launch.

8. AOB

   • Proposal on how to structure Board work for full Board activity – The Committee discussed a proposal on how to structure Board work for a full Board activity, such as the work on Internet governance. The Committee discussed the proposed criteria for when an issue will be elevated to a full Board activity. The Committee noted that it makes sense for an issue to be elevated to a full Board activity if at least 80% of the Board members show interest in serving as a member of a Board Working Group or Caucus, or if the Board Chair proposed a topic to see if the Board is interested in turning the topic into a full Board Activity. The Committee also discussed that the work will be led by the Board Chair and that the Board Chair has the authority to delegate work to Board members and/or create a small Board group to lead one or more specific issue(s) as appropriate and necessary. The Committee asked ICANN org to update the draft proposal to reflect the Committee's discussion for sharing with the full Board.

     • Action: ICANN org to update the draft proposal to reflect the Committee's discussion for sharing with the full Board.

   • Global Public Interest Framework – The Committee discussed the Global Public Interest (GPI) framework, whether any follow-up work is required, and whether the work is within the BGC's scope of responsibilities. The Committee asked ICANN org to provide information on the status of the issue for further consideration by the Committee.

     • Action: ICANN org to provide information on the status of the issue for further consideration by the Committee.