Board Governance Committee

BGC is an abbreviation for Board Governance Committee. It is one of the Board Committees of ICANN created to assist the Board of Directors as set forth by Article XII Section 1 of the corporation's bylaws. Its primary task is to help enhance the performance of the Board, and lead the annual Board performance review, which also looks at the CEO. It is also responsible for recommending nominees or candidates for Board Chairman, Vice Chairman, and other Committee chairmanships and memberships. ^[1]

Background

The Board Governance Committee was created during a special meeting of the ICANN Board on March 12, 2003. The initial appointed members of the BGC include:^[2]

BGC Charter

The charter of the Board Governance Committee was created on March 27, 2003. A revision was made on February 3, 2009, transferring the responsibilities handled by the Conflicts of Interest Committee and the Reconsideration Committee to the BGC. After the final revisions on the BGC Charter, it was approved by the ICANN Board on March 6, 2009.^[3]

Composition

Based on the Board of Governance Committee Charter, the committee shall be comprise of a minimum of three but no more than six voting Board Directors. There are also a minimum of two Liaison Directors. These Liaison Directors are selected on a yearly basis by the Board. Each of the Liaison Directors needs to comply with the Conflicts of Interest Policy. The members of the Committee have the right to designate its Chair from among the voting members unless a Committee Chair is appointed by the full Board.^[4]

Responsibilities

The BGC's responsibilities include:^[5]

Provide all the necessary assistance to the Board, which will contribute towards enhancing the performance of the Board
To lead the Board in a periodic review of its performance, including reviewing the relation of the Board with ICANN's CEO
To create and to recommend a slate of nominees for Board Chair, Vice Chair and chairmanship and membership of each Board Committee for approval to the full Board. This also includes filling up of empty seats of vacancies occurring during the year
To manage and oversee the compliance with ICANN’s Board of Directors’ Code of Conduct
Administer ICANN’s Conflicts of Interest Policy
Respond to all Reconsideration Requests submitted to the Board consistent with ICANN’s Bylaws
Consider the Ombudsman’s 'own motion' investigations
Provide guidelines to the Board with respect to corporate governances that apply to ICANN as a worldwide, private sector entity working in the interest of public
Recommend a nominee to the Board as the Chair of the Nominating Committee, as well as recommend a nominee for the Academia and Research member position of the Nominating Committee

Meetings

The BGC meets on a quarterly basis, and also when it deems it othrwise necessary to conduct its responsibilities. The meetings of the Committee take place by phone or other remote meeting technologies.^[6]

Current Members of BGC

Bruce Tonkin-Chair
Cherine Chalaby, Member
Bill Graham, Member
Ram Mohan, Non-Voting Member
Raymond A. Plzak, Member
R. Ramaraj, Member

References

[1] Board Governance Committee Charter

[2] Special Meeting of the Board, March 12, 2003

[3] Approval of Charters of ICANN Board Committees; March 6, 2009

[4] Board Governance Committee Charter

[5] Board Governance Committee Charter

[6] Board Nomination Election Procedure

[1]

[2]

[3]

[4]

[5]

[6]