Minutes | Meeting of the Governance Committee of the Board (BGC) | 21 November 2023

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

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

ICANN org Attendees: Franco Carrasco (Board Operations Manager), Samantha Eisner (Deputy General Counsel), Lars Hoffman (VP, New gTLD Program Management and Deputy Program Lead), John Jeffrey (General Counsel and Secretary), Vinciane Koenigsfeld (VP – Board Operations), Elizabeth Le (Associate 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. Approval of Minutes of 21 September 2023 BGC Meeting - ICANN org reported that the 21 September 2023 minutes have been updated to provide a more comprehensive discussion relating to the Committee's slating discussion of the Board Working Group on Internet Governance. Following discussion, the BGC approved the minutes of the 21 September 2023.

   • Actions: ICANN org to publish minutes on ICANN's website.

3. Continued Discussion re Board Working Group on Internet Governance – The Committee continued its discussion on whether the Board Internet Governance Working Group (BWGIG) should continue as a Working Group or if it should be wound up as the Board has been and will continue to undertake the responsibilities of the BWGIG. The Committee discussed the potential impact on winding up the Working Group and folding the work into the full Board, emphasizing the need for a structured approach, cadence, and processes into the topic so that the work related to Internet governance continue to be prioritized.

   • Actions: The BGC Chair to consult with the Board Chair and bring the issue back to the Committee for further discussion .

4. Charter of Board Caucus on New gTLD Program: Next Round– The Committee discussed the proposed charter of the Next Round Board Caucus. The Committee reviewed and discussed the scope and responsibilities of the Caucus and agreed on moving away from the term "SubPro" and agreed on using "Next Round" to ensure uniformity. The Committee suggested including a reference to making recommendation to the full ICANN Board on GNSO policy recommendation in the scope and responsibilities. The Committee asked ICANN org to update the proposed charter to reflect the BGC's input for consideration by the Next Round Board Caucus.

   • Actions: ICANN org to revise the proposed charter to address the Committee's feedback and present the proposed revisions to the Next Round Board Caucus for consideration.

5. Summary of Board Members' Conflict of Interest Disclosure Statements – The Committee reviewed the Summary of Board members' Conflicts of Interest Disclosure Statements (Summary), which will be published as part of a summary of interests on the ICANN website once finalized. The Committee discussed revisions to the Summary and asked ICANN org to update the document to reflect the Committee's discussion before circulating it to the full Board for review. The Committee also discussed the scope of the charter for the Subcommittee on Conflicts of Interest re: New gTLD Program Next Round (Subcommittee), and whether the Subcommittee's remit should focus on Next Round issues or if it should be expanded to include conflicts of interest issues related to the Grant Program. The BGC agreed to continue its discussion after the Subcommittee has considered the proposed charter. The Committee noted that a draft charter will be sent to the Subcommittee for review and approval before the charter is presented to the BGC. The BGC asked the Subcommittee chair to report back to the BGC on next steps following the Subcommittee's review of the proposed charter.

   • Actions:

     • ICANN org to update the Summary to reflect the Committee's discussion and circulate the updated Summary to the full Board for input by individual Board members.
     • ICANN org to publish the Summary following review by the full Board.
     • ICANN org to send the draft charter to the Subcommittee for review and approval.
     • Chair of the Subcommittee to report back to BGC on next steps following the Subcommittee's review of the proposed charter.

6. Continued Discussion re Delegation of Authority Guidelines (Guidelines) – The Committee continued its discussion of the Guidelines. The Committee reviewed and discussed proposed revisions made by the Committee members. The revisions included referring ICANN org as "organization" and addressing comments related to "designee" and the approval of public meeting locations. The Committee discussed the Board's role in public meeting location decisions. The Committee agreed on giving Committee members additional time to review the Guidelines and approve a recommendation to the Board offline.

   • Actions: ICANN org to update the draft revised Guidelines to address the BGC's feedback for BGC approval.

7. Continued Discussion re Board Member Training Program – The Committee continued its review of the current Board Member training plan and whether the plan needs to be updated to reflect current practices. ICANN org provided information on how the training funds have been used by Board members in prior years. The Committee discussed the impact of inflation on training costs, the need for flexibility, and the need to improve communication. The Committee agreed to continue its discussion at a future meeting.

   • Actions: The Committee to continue its discussion at a future meeting.
8. Selection of BGC Chair Alternate – The Chair identified, and the Committee agreed, Danko Jevtović to serve as the BGC Chair alternate in the event that the Chair is unavailable for a meeting, or recuses herself from presiding over a matter, or is otherwise unavailable to fulfill her role as Chair.