Minutes | Meeting of the Organizational Effectiveness Committee of the Board (OEC) | 11 January 2024

OEC Attendees: Katrina Sataki – Chair, Alan Barrett, Chris Buckridge, Edmon Chung and James Galvin

OEC Apologies: Chris Chapman

Executive and Staff Attendees: Xavier Calvez (SVP, Planning and Chief Financial Officer), Franco Carrasco (Board Operations Manager), Sally Costerton (Senior Advisor to President, & SVP, Global Stakeholder Engagement and Interim President & CEO), Samantha Eisner (Deputy General Counsel), Evin Erdogdu (Project Manager, Review Support & Accountability), Larisa Gurnick (VP, Review Support & Accountability), Alice Jansen (Implementation Operations Director – Reviews), Jason Kean (Project Manager, Review Support & Accountability), Laena Rahim (Associate General Counsel, APAC), Giovanni Seppia (VP, Implementation Operations) and Theresa Swinehart (SVP, Global Domains and Strategy).

The following is a summary of discussions, decisions, and actions identified:

The Meeting was called to order at 19:00 UTC.

1. Agenda – The Chair established the agenda for the meeting and gave an overview of items to be discussed.

2. Review of Open Action Items and the OEC Work Plan – The OEC reviewed the "Open Action Items" with ICANN organization. ICANN org provided a brief summary of the status of activities under the OEC's action items list.

   • OEC Work Plan: ICANN org will provide an updated work plan to the OEC in due course (to include cadence of meetings).
   • Succession Planning: Alan Barrett was nominated as the OEC Chair Alternate in the event that the OEC Chair is not available.

3. Next Steps: Proposed Recommendation to the Board on the Pilot Holistic Review (PHR) Revised Terms of Reference (ToR) – The OEC continued its discussion on this topic.

   At its previous meeting in December 2023, ICANN org briefed the OEC on ICANN org's analysis of the Public Comment proceeding on the revised Draft ToR which was open from 28 September to 27 November 2023. ICANN org also presented a range of options for the OEC's consideration, from proceeding with the Pilot Holistic Review either with the objective for which concerns still seem to exist or without, through to considering how the forthcoming Fourth Accountability and Transparency Review might help clarify this objective for future implementation.

   At the recent SO/AC leadership roundtable meeting in Washington, D.C., ICANN org provided an overview of this topic and engaged in a constructive discussion with the SO/AC leaders. Some observations and/or comments from the SO/AC leadership:

   • In relation to Reviews, the SO/AC leadership conveyed that they (and newcomers) would benefit from having a better understanding and context of the various Reviews.
   • There are ongoing duplicative and overlapping dialogues in the community surrounding the topics of structural improvements work and the PHR.
   • The Board should make a decision on how to approach the PHR and Continuous Improvement Program (CIP) work that would be efficient and effective. In this regard, SO/AC leaders will work with their respective constituencies to support the path forward.

   The OEC will continue its discussion on this topic at its future meetings.

   • Action Items:

     • Pursuant to an in-depth discussion on this topic, the OEC agreed to share with the Board all the options which have been considered, elaborate the pros and cons and rationale of dismissing certain options to proceed with the PHR, and the rationale for the chosen option, and the alternative option. The OEC's preferred option is to initiate the PHR, and making alterations to the ToR that ask the PHR Team to review the divergent public comments and propose a way forward.
     • The OEC to discuss potential OEC communications during ICANN79 on Reviews Programs projects (PHR, CIP, etc.) at the Board Workshop in Montevideo.

4. Proposed Recommendation on Timing of ATRT4 – ICANN org provided an update on this topic. The objective of this agenda item is for the OEC to confirm with the Board that they are supportive of exploring a limited deferral of ATRT4. ATRT4 is scheduled to be convened by April 2024.

   As discussed during the 2023 Board Workshop in Istanbul, there are numerous risks associated with proceeding with ATRT4 as scheduled:

   • ATRT4 inability to evaluate the implementation of ATRT3 recommendations.
   • Operating ATRT4 with unresolved Specific Reviews issues.
   • Dilute the focus and attention of the community, Board and ICANN org.

   ATRT3 Recommendation 3.5 additionally stated that "the launching of any other review activities should be suspended while a Holistic Review is active."

   At its September 2023 meeting, the OEC decided to wait on exploring a deferral of ATRT4 until the PHR's second ToR Public Comment proceeding had concluded and a decision was made on the pathway forward. As the OEC intends to recommend to the Board that the PHR proceed, the following actions will be required to initiate the steps towards deferral of ATRT4:

   • The OEC to confirm with the Board that it is supportive of deferring ATRT4 until the conclusion of the Pilot Holistic Review.
   • Initiate community consultation on ATRT4 deferral, following a similar approach to the deferral of Organizational Reviews, with Board support.
   • ICANN org summarizes input from the community for OEC consideration.

   • If supported by the community, the Board takes action on the OEC proposal to defer ATRT4.

     • Action Item:
       • Pursuant to an in-depth discussion on this topic, the OEC expressed its support of the ATRT4 deferral, which will be discussed during the upcoming Board Workshop in Montevideo.

5. Follow-Up on "Unaffiliated" Director Definition Item from the Second Organizational Review of the Nominating Committee (NomCom2) – On 10 September 2023, the ICANN Board approved the Standard ICANN Bylaws amendments and accepted the NomCom Standing Committee Charter, while further considering the fundamental ICANN Bylaws amendment related to "Unaffiliated" Directors:

   "Resolved…the ICANN Board will further consider community concerns regarding the Fundamental Bylaws amendment on Article 7 of the ICANN Bylaws related to the "Unaffiliated" Directors role (and the related Statement). The Board directs the Board Organizational Effective Committee to develop a plan within six months of this Board action to address the issue, before determining whether or how to proceed forward in the Fundamental Bylaws amendment process."

   Public comment revealed community concerns that echoed Board concerns with the proposed definition. In line with the September 2023 Board resolution, the OEC is required to share its plan to address the "Unaffiliated" Director definition with the Board by March 2024. Several options for the OEC's consideration:

   • Abandon "Unaffiliated" Director recommendation.
   • Create a plan of how to modify the "Unaffiliated" Director statement.
   • Create a plan for consultation with the community and/or with the NomCom RIWG.

   Upon being briefed by ICANN org, and engaging in a discussion on the topic, the OEC decided against abandoning the recommendation, and will instead focus on a plan to update the definition of "Unaffiliated" within the Board, to later be part of community discussion and socialization. The Board's plan will also consider whether the number of "Unaffiliated" Directors required for appointment is appropriate.

   • Action Item:

     • In terms of next steps, ICANN org will gather historical data of NomCom appointments of directors that would likely meet the definition of "Unaffiliated" as well as drafting a plan for Board action, for the OEC's further discussion.

   The OEC will continue its discussion on this topic at its future meetings.

6. Review of New Action Items – The OEC Chair recapped the new action items arising from the OEC's present meeting.

The Chair called the meeting to a close.