ICANN Resolutions » Revisions to Board Governance Committee Charter
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Whereas, the Board Governance Committee (BGC) is tasked with "[c]reating and recommending to the full Board for approval a slate of nominees for Board Chair, Board Vice Chair, and chairmanship and membership of each Board Committee, including filling any vacancies which may occur in these positions during the year." (BGC Charter §§ I.C. and II.C.)
Whereas, as part of BGC's annual review of its Charter, the BGC determined that its charter should be amended to include its responsibility for: (i) the creation and composition of Board working groups and caucuses; and (ii) conducting periodic assessments of Board members' participation in committees, working groups, and caucuses to ensure that the workload is appropriately balanced across the Board.
Whereas, the Board has evaluated the BGC's recommendations and the Board agrees.
Resolved (2019.05.03.10), the Board hereby adopts the revised Charter of the Board Governance Committee.
The Board is addressing this matter to ensure committee charters are up-to-date and reflect the most current needs of the organization, in accordance with governance requirements and best practices.
As part of its responsibilities, the BGC is tasked with "periodically review[ing] the charters of the Board Committees, including its own charter and work with the members of the Board Committees to develop recommendations to the Board for any charter adjustments deemed advisable." (BGC Charter, § II.C.2.) In this role, the BGC recommended, and the Board agrees, that the Board approve proposed revisions to the BGC charter to align with the current responsibility the BGC has with respect to the creation and composition of Board working groups and caucuses.
The BGC further recommended, and the Board agrees, that the BGC charter should be amended to reference the BGC's responsibility for overseeing the workload and membership of Board committees, working groups, and caucuses to ensure balance of participation.
This action is consistent with ICANN's Mission and is in the public interest as it is important to ensure that the Board has the necessary Committees, working groups and caucus with a balance of Board member participation so that some Board members are not overburdened and have the time and energy to focus on ICANN's Mission as set forth in the Bylaws.
There will be no direct fiscal impact or adverse ramifications on ICANN's strategic and operating plans from the proposed changes to the charters. Further, this action has no impact on the security, stability or resiliency of the domain name system (DNS).
This decision is an Organizational Administrative Function that does not require public comment.