(1) assisting the Board to enhance its performance;
(2) leading the Board in periodic review of its performance,
including its relationship with the ICANN Chief Executive Officer;
(3) (a) recommending for Board approval specific
processes and procedures for creating a slate of nominees for Board
Chair, Board Vice Chair, and chairmanship and membership of each Board
Committee, including any vacancies which may occur in these positions
during the year, (b) implementing such specific processes and procedures,
and (c) presenting the slate of nominees for Board approval ; and
(4) recommending to the Board corporate governance
guidelines applicable to ICANN as a global, private sector corporation
serving in the public interest.
The Committee shall comprise three and not more than seven Directors
as determined and appointed annually by the Board, each of whom shall
be free from any relationship that, in the opinion of the Board, would
interfere with the exercise of his or her independent judgment as a member
of the Committee. Unless a Committee Chair is appointed by the full Board,
the members of the Committee may designate its Chair by majority vote
of the full Committee membership. The Committee may choose to organize
itself into subcommittees to facilitate the accomplishment of its work.
The Board Governance Committee shall meet at least twice a year, and
at such other times as it deems necessary to carry out its responsibilities.
The Committee's meetings may be held telephonically. The Chair of the
Committee and/or any other member of the Committee and/or the Chair of
the Board may call such meetings.
A. Assist the Board to enhance its performance.
1. The Committee will serve as a resource
for Directors in developing their full and common understanding of
their roles and responsibilities as Directors as well as the roles
and responsibilities of ICANN. The Committee will provide guidance
and assistance in orienting new Directors as the Board's membership
evolves. It will help reinforce the Board's commitment to adhere to
its Bylaws and Core Values.
2. The Committee will encourage the development
of effective tools, strategies, and styles for the Board's discussions.
3. The Committee will work closely with
the Chair and Vice-Chair of the Board and the Chief Executive Officer
of ICANN.
B. Lead the Board in its periodic review
of its performance, including its relationship with the ICANN Chief
Executive Officer.
1. The Committee will develop a thoughtful
process for the Board's self-analysis and evaluation of its own performance
and undertake this process at least every two years.
2. The Committee will develop a sound basis
of common understanding of the appropriate relationship between the
Board and the Chief Executive Officer under the Bylaws. From time
to time it will review and advise on the effectiveness of that important
relationship.
3. The Committee will serve as a resource
to Directors and the Chief Executive Officer by stimulating the examination
and discussion of facts and analysis to complement anecdotal and other
information acquired by individual directors from members of the community.
In this way the Committee will assist the Board to distinguish among
systemic problems, chronic problems, and isolated problems and will
focus the Board's attention to both facts and perceptions. The Committee's
work in this regard is separate from and complementary to the work
of the Ombudsman and the Reconsideration Committee.
C. Recommend for Board approval (a) specific
processes and procedures for creating a slate of nominees for the positions
of the Board Chair, Board Vice Chair and for chairmanship and membership
of each Board Committee; (b) implement the approved processes and procedures;
and (c) present the slate of nominees to the Board for approval.. The
Committee will also develop specific recommendations to the Board about
filling any of these positions that become vacant during the year. The
Committee will consider advice it may receive from the Chief Executive
Officer, individual Directors, and other Board committees.
1. Annually, at least two months in advance
of the Annual Meeting, except in the Transition to the New Board ,
the Committee will (a) review the specific processes and procedures
for creating a slate of nominees for the positions of Board Chair,
{and} Board Vice Chair, and for chairmanship and membership in each
Board Committee, and (b) recommend to the Board any modifications
deemed appropriate in these processes and procedures. During the month
preceding the Annual Meeting, the Committee will implement the approved
processes and procedures, taking into account Board composition changes
for the coming year.
For the Transition to the New Board, the Board Governance Committee
shall undertake its work on an expedited schedule in order to present
its recommendations in time for the seating of the New Board.
2. The Committee shall periodically review
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.
3. The Committee may serve as a resource
for the Chief Executive Officer and Directors who are considering
the establishment of new committees.
D. Recommend to the Board corporate
governance guidelines applicable to the ICANN as a global, private sector
corporation serving in the public interest
The Committee shall review the existing corporate governance guidelines
developed by ICANN staff, be attentive to developments in corporate
governance in the global context, and bring ideas and recommendations
for adjustments in these guidelines to the Board for its consideration.