Minutes | Board Organizational Effectiveness Committee (OEC) Meeting 20 July 2021

OEC Attendees: Avri Doria – Chair, Becky Burr, Danko Jevtovic, Lito Ibarra, Patricio Poblete and Matthew Shears

Other Board Attendee: Göran Marby (President and CEO)

Executive and Staff Attendees: Jennifer Bryce (Project Manager, Review Support & Accountability), Franco Carrasco (Board Operations Specialist), Amy Creamer (Director, IANA Operations), Steve Conte (Director, IROS Operations), Chantelle Doerksen (Policy Specialist), Samantha Eisner (Deputy General Counsel), Negar Farzinnia (Director, Implementation Operations), Larisa Gurnick (VP, Review Support & Accountability), John Jeffrey (General Counsel & Secretary), Aaron Jimenez (Board Operations Specialist), Laena Rahim (Regional Counsel, APAC), Lisa Saulino (Board Operations Specialist) 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 20:10 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 Watched Action Items – The OEC noted that some of the "Open Action Items" will be discussed at the current meeting, there are several action items which will be followed up in time for the next OEC meeting, and there are also other action items which will require more time to complete.
  3. Security, Stability and Resiliency (SSR2) Review – Proposed Board Action – The OEC is responsible for the oversight of all Specific Reviews mandated by Section 4.6 of ICANN Bylaws, including the Security, Stability and Resiliency review.

    Further to the OEC's discussion on this topic during its meeting on 29 June 2021, ICANN org presented a Board Paper in support of the OEC's recommendation to the Board on the SSR2 Review recommendations, in line with the approach agreed by the Board, in preparation for Board action on 22 July 2021.

    On 25 January 2021, the SSR2 Review Team submitted a Final Report containing 63 full consensus recommendations to the Board for its consideration. The Final Report was published for public comment from 28 January to 8 April 2021 to inform Board action on the Final Report, in accordance with the Bylaw requirements. The summary of community input received on the Final Report highlights a variety of viewpoints, including recommendations that the Board should act on quickly as well as recommendations that the Board should consider rejecting.

    SSR2 recommendations are considerable in number, many are complex and touch on other significant areas of work underway e.g., DNS security threats/DNS abuse, New gTLD Subsequent Procedures, and Name Collision. Given the strategic significance of security, stability, and resiliency of the DNS within the ICANN ecosystem, the ICANN community has provided Advice, Policy or other community recommendations that relate to security, stability, and resiliency.

    In relation to the recommendations that the Board "rejects because the recommendation cannot be approved in full", the OEC recognized that there is a gap in the process. While some portions of the recommendation could be feasible, and in some cases, work is already underway, there are limitations imposed by other portions of the same recommendation that could impact feasibility. While the Board agrees in principle with the intent of many of these recommendations, the Board does not have the option of selectively approving some parts and rejecting other parts of a single, indivisible community recommendation and must act on a recommendation as written and not as interpreted by ICANN org or the Board. Therefore, the OEC suggested that the Board, the community and ICANN org work together in due course to explore ways to address the process restrictions that required the Board to "reject because the recommendation cannot be approved in full" (e.g., to consider whether a suitable mechanism should be implemented to address and/or track such recommendations), and to evaluate ways to enhance the effectiveness of reviews and their outcomes. The OEC agreed to initiate a dialogue with the SO/AC leaders to discuss this issue.

    The OEC, as the sponsoring committee for the SSR2 Board Caucus Group, discussed and agreed to recommend that the Board take action on the recommendations in the SSR2 Review Team Final Report, as enumerated in the Scorecard titled "Final SSR2 Review Team Recommendations - Board Action." The OEC makes its recommendation to the Board based on inputs from the SSR2 Board Caucus Group, and based on its determination that the process has complied with the relevant Bylaw provisions.

    • Action Items:

      • In relation to the recommendations that the Board "rejects because the recommendation cannot be approved in full", ICANN org to update the relevant documentation to reflect that there will be further dialogue with the community on process restrictions.
      • ICANN org to finalize the Board Paper, incorporating the relevant suggestions from the OEC.
      • The OEC to forward its recommendation to the Board for its consideration.
  4. Update on the Nominating Committee Review Implementation Working Group (NomCom RIWG) – The objective of this agenda item is for ICANN org to update the OEC on the status of the ongoing work of the NomCom RIWG and to seek guidance from the OEC in relation to the following areas:

    • NomCom RIWG participation: For several consecutive quarters, there have been fewer active participants in meetings, at times less than five. ICANN org is working with the NomCom RIWG leadership to support increased participation. In the interim, the NomCom RIWG's current work touches upon important governance issues such as rebalancing NomCom seats, developing a Standing Committee charter, and defining 'unaffiliated directors'. The risk is that the outcomes of the NomCom RIWG's work is jeopardized due to lack of broad community buy-in.
    • Recommendation 10 (Rebalancing of the NomCom): Following its meeting with the OEC in April 2021, the NomCom RIWG developed a summary of community consultation and feedback on implementation of Recommendation 10 and its current proposal for rebalancing, documenting the evolution of the implementation steps and the corresponding rationales and level of engagement. The NomCom RIWG concluded that it has obtained sufficient community support and understanding of the proposal.
    • Request to meet with the ICANN CEO: The NomCom RIWG has requested a meeting with the ICANN CEO to discuss NomCom staffing support, staff reporting lines, and NomCom inputs to ICANN budget and planning. ICANN org will facilitate the meeting between the ICANN CEO with NomCom RIWG leadership in due course.

    Upon being briefed by ICANN org on the abovementioned issues which are related to the progress of the implementation of recommendations of the NomCom Review, the OEC engaged in an in-depth discussion to ascertain the appropriate next steps. The OEC agreed to seek clarification from the SO/ACs on their preferred approach towards discussing specific issues and concerns relating to the NomCom recommendations which require potential Bylaws amendments. The OEC proposed that the Board, via the OEC, engage with the SO/AC leadership in informal conversations on areas of the NomCom RIWG's work which will require Bylaws changes and have far reaching governance implications. The expectation is that constructive dialogue would pave the way for the NomCom RIWG proposals to be further socialized and advanced, considering their importance and impact.

    The OEC agreed to continue its discussion on this topic at its future meetings and ICANN org will keep the OEC abreast of further developments on this topic.

    • Action Items:

      • ICANN org to inform the NomCom RIWG of the OEC's intention to consult the SO/AC leaders informally, to seek their input and feedback on the ongoing issues/potential concerns in relation to the progress of the implementation of recommendations of the NomCom Review that will require amendments to the ICANN Bylaws and have broad governance implications.
      • ICANN org to apprise the SO/AC leaders of the OEC's intention to engage in informal discussions, as noted above.
      • ICANN org to facilitate an informal consultation between the Board and the SO/AC leaders to seek their feedback and input on the various issues/potential concerns in relation to the progress of the implementation of the NomCom Review recommendations.
  5. Update on the IANA Naming Function Review (IFR) – ICANN org provided a brief update on the status of the IFR recommendations:

    • Recommendation 3: removal of a redundant section in the ICANN Bylaws (section 18.12.a(ii)) – ICANN org is in the midst of addressing this recommendation and will present a proposal to the OEC in September 2021.
    • Recommendation 4: removal of a legacy statement from the IANA Naming Function Contract (Article 7 Section 7.1(a)) that is no longer required – All review and approval requirements have been met and ICANN org is in the midst of handling the contract paperwork. ICANN org will update the OEC prior to updating the contractual text and posting the new contract publicly.

    ICANN org will keep the OEC abreast of further developments on this topic.

  6. Review of OEC Work Plan (2021-2022) – The OEC Work Plan was presented to the OEC for its review. The Work Plan provides a quarterly view of activities relating to the OEC's work. It is a forward-looking tool for the OEC to chart and monitor its upcoming work, organized on a calendar basis, reflecting the current year (2021) through 2022.
  7. Review of New Action Items and Board Caucus Group Updates - ICANN org re-capped the new action items arising from the OEC's present meeting. No additional updates were provided by the Board Caucus Groups' liaisons for which OEC is the sponsoring committee.

The Chair called the meeting to a close.

Published on 23 August 2021