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, lead the annual Board performance review including its relationship with the CEO. It is also responsible in recommending a line up of nominees or candidates for Board Chairman, Vice Chairman including Board Committee chairmanships and memberships.

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:

• Hans Kraaijenbrink- Chair
• Amadeu Abril i Abril
• Jonathan Cohen
• Masanobu Katoh
• Francisco da Silva
• Linda Wilson

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 BGC. After the final revisions on the BGC Charter, it was approved by the ICANN Board on March 6, 2009.

Composition

The BGC comprises 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.

Purpose of BGC

The BGC was established for the following purpose

• 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.