Board Activities and Meetings
Published on 29 February 2016
OEC Attendees: Rinalia Abdul Rahim – Chair, Markus Kummer, Bruno Lanvin, Kuo-Wei Wu and Lousewies Van der Laan
Other Board Member Attendees: Chris Disspain, Lito Ibarra and Bruce Tonkin
Executive and Staff Attendees: Megan Bishop, Xavier Calvez, Samantha Eisner, Larisa Gurnick, Robert Hoggarth, Margie Milam, David Olive and Charla Shambley
The following is a summary of discussions, decisions, and actions identified:
The Meeting was called to order at 1:34 p.m. local time in Singapore.
- Agenda – The Chair established the agenda for the meeting and gave an overview of items to be discussed.
- Approval of Minutes – The OEC approved the minutes of its 17 October 2015 meeting as presented.
- Committee Work Plan for 2016 and Review of Open Action Items – The Chair noted that all open action items are on the agenda but will not be discussed during the meeting.
Staff provided a brief outline of the OEC's work plan for 2016 and their respective timelines, for the OEC's consideration:
- Review Framework - This work involves developing an integrated approach to reviews. It consists of two phases - codifying and systematizing the way reviews are conducted currently; and thereafter developing the future strategy for reviews.
- Reviews - Staff presented the schedule of the organizational reviews.
- Charter Amendments of various GNSO stakeholder groups and constituency charters
- Holistic Assessment of ICANN Structures - The OEC continued its discussion on whether a holistic assessment of ICANN structures should be conducted from time to time; and if yes, what would be the frequency of the holistic review under this approach.
Staff explained that both (a) the review results (which would feed into the strategic and operational plan of ICANN) and; (b) the development of operational standards for reviews would fall under the review framework.
In response to the Chair's query as to how the reporting mechanism of AoC reviews would be handled given that there is no specific committee that is overseeing this area, staff clarified that currently the oversight of the AoC reviews is with the Board as a whole, though certain committees of the Board have been active in implementation of parts of the reviews. Furthermore, the OEC discussed and elaborated that while the Board Governance Committee retains the overarching responsibility for the oversight of AoC reviews, the oversight of the implementation of recommendations will be determined based upon the specific subject matter. The Chair reiterated that in terms of processes and standards for the AoC reviews, the overarching responsibility lies with the OEC to make sure that the standards are consistently applied, and the OEC will highlight any gaps that may arise.
The OEC agreed to defer the approval for the work plan until the Marrakech meeting to enable staff to further elaborate on the targets, milestones and timelines for the 2016 work plan.
- Action Items:
Staff to incorporate targets, milestones and timeline for review framework, charter amendments and holistic assessment, in addition to the Organizational Reviews.
The Chair requested for staff to add a budget for all review- related items, including organizational and AoC reviews, for the OEC's reference.
- OEC Activities Report Q4 2015 – Staff provided the OEC with an overview of the fourth quarter activities report regarding completed and on-going OEC activities. The OEC reviewed the proposed report, approved it and agreed to send it to the Board.
- Review of Community Charter Amendments – Pursuant to the Process for Amending GNSO Stakeholder Group and Constituency Charters approved by the Board, the gTLD Registries Stakeholder Group of the GNSO (RySG) has voted to amend its governing charter document. In this regard, the Charter of the gTLD Registries Stakeholder Group – Adopted by RySG Vote on 4 November 2015 reflects the gTLD Registries' proposed changes.
The RySG has amended its existing charter to address a number of items – including those flagged by the Board in its Dublin resolution approving the last set of RySG charter amendments. The substantial charter changes are in the following areas:
- Creation of a new class of "Association" members;
- Changes to the weighted voting categories and measures of the group; and
- Adjustments to the community fee structure to accommodate the addition of association members.
The proposed amendments followed the various phases of the board review and approval process:
- Phase 1: Amendment Preparation
- Phase 2: Staff Review
- Phase 3: Public Comments
- Phase 4: Board Review
The RySG first formally advised ICANN of its latest charter amendment changes on 12 November 2015. Staff then initiated a review of the document, with policy staff examining the language, form and structure of the document and the legal team making an assessment of any potential fiscal or liability concerns of the proposed changes.
Staff advised the RySG leadership of the results of those examinations, suggested various adjustments to the document (including format and language changes) and the RySG subsequently advised staff of the acceptance of these changes on 11 January 2016. Pursuant to the amendment process approved by the Board, staff noted that the proposed changes do not appear to raise any direct fiscal or liability concerns for the ICANN organization.
One area of interest in the proposed Charter is the language changing the RySG fee structure. The OEC had a conversation about the general practice of Stakeholder Groups in ICANN, which are often not separate legal entities, collecting and holding fees. The OEC noted that this is a potential area for further consideration of risk, but it is a general issue across the dues-collecting parts within ICANN.
Based on staff's assessment of the charter amendments and further dialogue with RySG community leaders, staff requested that the OEC direct it to initiate Phase III of the Process by publishing the final version of the RySG's charter amendments for community review and comment. Staff recommended that specific attention be drawn to the fees matter raised above to gain community insight on this practice.
The OEC authorized staff to open a public comment period on the proposed RySG changes.
Staff to coordinate with the appropriate committee of the Board to formulate a set of guidelines for the collection of fees by ICANN-related groups that are not independent legal entities, and consider whether this is an issue for inclusion within ICANN's risk management work.
- GNSO Review Update – The Final Report on the organizational review of the GNSO was delivered by Westlake Governance (the independent examiner) on 15 September 2015. Staff updated the OEC that the GNSO Working Party and staff are finalizing the analysis and prioritization of 36 final recommendations by February 2016 and thereafter will submit its report to the OEC.
The OEC will make a recommendation to the Board at ICANN55; and the Board will take action on the Final Report by ICANN56.
- At-Large Review Update – ICANN's Bylaws require that its structures, including the At-Large Advisory Committee, be reviewed on a five-year cycle. This review is part of ICANN's commitment to continuous improvement, accountability and transparency. The At-Large Review will be conducted under a new, improved approach and will leverage the learnings from the GNSO review.
Staff presented an update on the progress of preparations for the At-Large Review. At this juncture, the search for the independent examiner has commenced, in accordance with ICANN procurement policy. In collaboration with the At-Large Review Working Party, key elements of the scope of independent review and criteria for the selection of the independent examiner have been discussed and agreed upon, for inclusion in the Request for Proposals. The Review Working Party is conducting an initial assessment (self-assessment) of implementation of prior review recommendations.
By way of background, a Working Party was established to serve as a liaison throughout the review, chaired by Holly Raiche. Staff provided an update on the phases and estimated timing of the At-Large review as follows:
- Preparation: Scope of Work, Criteria – Jul – Oct 2015
- Competitive Bidding & Initial Assessment of 2008 Recommendations (Self Assessment) – Nov 2015 – March 2016
- Conduct Review – April 2016 – Feb 2017
- Final Report – March 2017
- Board Action, Plan Implementation and Implement Improvements – June 2017
- Processes for Conducting Effective Reviews – The OEC continued its discussion on the effectiveness of ICANN's review processes and explored whether there was a need to conduct holistic reviews of ICANN from time to time, in addition to the narrower reviews of specific structures (e.g., the SO/ACs) that are conducted today. Staff provided an update on lessons learned from recent Reviews that are integrated into planning and conduct of upcoming Reviews, such as the Competition, Consumer Trust and Consumer Choice Review (CCT). For instance, although the CCT review began in January 2016 with the appointment of the review team, a significant planning activity began prior to January 2016; and such activity included introductions of standardized approaches and the provision of useful tools and guides to the review team based on the lessons learned from other reviews.
The GNSO review and the At-Large review have also embedded some of the process improvements. For the GNSO review, it is conducting a feasibility assessment and prioritization of recommendations, which is relatively new (based on lessons learned and best practices). In relation to the At-Large review, there was specific and ongoing community involvement in developing the criteria for the review and the selection of the independent examiner as well as developing a reasonable timeline based on extensive input from the community, to ensure that as part of the planning process and in particular, the timeline included in the RFP, would be as reasonable as possible so that there is a balance between the fees for the independent examiner and the workload for the community.
Staff also updated the OEC that, in relation to the development of the Operational Standards (i.e. all the policies, procedures, guidelines, tools, checklists, and various other elements of how a review is conducted), this involves a continual evolution and refinement of such standards to ensure that the information is clear, is reflective of lessons learned, and new developments which staff come across as reviews are conducted in collaboration with the community.
Staff further elaborated on ongoing work to make the reviews a more compelling story for the community. Currently, there are three specific activities that are underway:
- Creation of a "Review Enthusiasts" program – to help diversify the group of people that participate in reviews so that, ultimately, it would bring in additional expertise and knowledge;
- Developing a tailored and user-user friendly information – this includes a number of activities e.g. newcomer presentations, conversations with the community to assess whether there are gaps in understanding and information to narrow the gaps; as well as providing interactive guides and process maps that are user-friendly; and
- Focus on outcomes and impact – this includes review scorecards and the performance measures to be able to articulate how the outcomes of various review recommendations which have been implemented and the impact of this work towards making improvements around ICANN.
- OEC members to review a proposed audit framework document prepared by Ray Plzak, and identify questions or items for further discussion.
- Any Other Business
The Chair called the meeting to a close at 2:35 p.m. local time (Singapore).