Additional background information, per our discussion: Board Governance Committee membership: Hagen Hultzsch, Veni Markovski, Alejandro Pisanty (Chair), Rita Rodin, Vanda Scartezini, and Peter Dengate Thrush (note that Paul Twomey and Vint Cerf participated in this morning's meeting) Bylaws directing independent review: Article IV, Section 4. PERIODIC REVIEW OF ICANN STRUCTURE AND OPERATIONS 1. The Board shall cause a periodic review, if feasible no less frequently than every three years, of the performance and operation of each Supporting Organization, each Supporting Organization Council, each Advisory Committee (other than the Governmental Advisory Committee), and the Nominating Committee by an entity or entities independent of the organization under review. The goal of the review, to be undertaken pursuant to such criteria and standards as the Board shall direct, shall be to determine (i) whether that organization has a continuing purpose in the ICANN structure, and (ii) if so, whether any change in structure or operations is desirable to improve its effectiveness. The results of such reviews shall be posted on the Website for public review and comment, and shall be considered by the Board no later than the second scheduled meeting of the Board after such results have been posted for 30 days. The consideration by the Board includes the ability to revise the structure or operation of the parts of ICANN being reviewed by a two-thirds vote of all members of the Board. Terms of reference for LSE review: <http://www.icann.org/gnso/review-tor-background-04nov05.htm> Regards, Denise Denise Michel Vice President, Policy Development ICANN denise.michel@icann.org