Board Activities and Meetings
Minutes | Meeting of the Organizational Effectiveness Committee of the Board (OEC) | 23 February 2023
OEC Attendees: Katrina Sataki – Chair, Alan Barrett, Maarten Botterman, Chris Chapman, Avri Doria and Matthew Shears
Other Board Member Attendee: Manal Ismail
Executive and Staff Attendees: Xavier Calvez (SVP, Planning and Chief Financial Officer), Franco Carrasco (Board Operations Manager), Steve Conte (Senior Director, IROS Operations), Samantha Eisner (Deputy General Counsel), Evin Erdogdu (Project Manager, Review Support & Accountability), Larisa Gurnick (VP, Review Support & Accountability), Alice Jansen (Director – Reviews, Implementation Operations), Jason Kean (Project Manager, Review Support & Accountability), Laena Rahim (Regional Counsel, APAC), Lisa Saulino (Board Operations Specialist), Giovanni Seppia (VP, Implementation Operations), Theresa Swinehart (SVP, Global Domains and Strategy) and Mary Wong (VP, Strategic Community Operations, Planning and Engagement).
The following is a summary of discussions, decisions, and actions identified:
The Meeting was called to order at 19:00 UTC.
- Agenda – The Chair established the agenda for the meeting and gave an overview of items to be discussed.
Review of Open Action Items and Recently Completed Action Items – The OEC reviewed the "Open Action Items" with ICANN organization. The OEC noted that some of the "Open Action Items" will be discussed at the current meeting. Several action items 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.
Pursuant to a request from the Chair, ICANN org shared a revised OEC work plan, which is a living document illustrating a six-month snapshot of anticipated OEC actions and discussions, and priority items. ICANN org will continue to refine the document and present it to the OEC at each of its future meetings.
Discussion and Review of the OEC Charter – The OEC continued its discussion on this topic. After several discussions, the OEC agreed to focus on clarifying revisions and edits, and to remove sections in the OEC Charter which are no longer relevant and/or applicable to the OEC. The OEC further agreed to table substantive changes (e.g., a potential Committee name change, key organizational objectives and commitments) to the next annual review of its Charter.
ICANN org provided a brief summary of the proposed redline revisions to the OEC Charter, and the OEC made some observations and comments:
- In relation to Clause II.G of the OEC Charter, the OEC commented that while the Board Governance Committee (BGC) proposes to the Board the composition of a Board Caucus Group, the OEC also contributes towards proposing to the BGC the composition of a Board Caucus Group. ICANN org will re-visit this section and propose some edits to reflect this understanding.
- Another issue faced by other Board Committees relates to voting, i.e., determining whether a Board Liaison is considered a voting member of a Board Committee.
- The OEC does not maintain a succession plan that meets the needs of the OEC; and this may be incongruent with the BGC model.
- "Review of the performance of the committee" – the OEC queried as to what does this "review" entail, and whether it is conducted annually and informally by the BGC. Further questions were raised surrounding the ownership and responsibility of this review, and whether it actually takes place annually.
Avri Doria (who serves as the Chair of the Board Technical Committee (BTC)) informed the OEC that the BTC is planning to send a note to the BGC relaying some of the issues mentioned above. Avri agreed to share the note with the OEC, and the OEC may potentially decide to share its similar concerns with the BGC.
- Avri Doria to share the BTC's note with the OEC.
ICANN org to update the revisions to the OEC Charter, incorporating the relevant suggestions from the OEC, for the OEC's review and approval (via e-mail). Thereafter, the OEC will circulate the proposed revisions to the BGC for its review and recommendation to the Board.
Update on the Pilot Holistic Review – The OEC continued its discussion on this topic. At its previous meeting in January 2023, the OEC requested ICANN org to carry out an initial assessment of the relevance of the comments received during the Public Comment proceeding to the Pilot Holistic Review as expressed in the ToR and to formulate potential ways forward. ICANN org's assessment recognizes that at this juncture, there is no clear understanding of what a Holistic Review is or how the continuous improvement process will be implemented. Some of the concerns include a significant lack of understanding, lack of clarity and lack of process to be able to move to the next phase.
The OEC small team (comprising the OEC Chair (Katrina Sataki), Avri Doria and Matthew Shears) reviewed the initial assessment and the suggested path forward prepared by ICANN org.
In addition to considering the options provided by ICANN org, the OEC small team has also been revising the Pilot Holistic Review draft ToR, to provide some meaningful guidelines for the Holistic Review. The OEC small team made some modifications to the draft ToR, with the aim of assessing and identifying the gaps, assigning an objective to each of the deliverables, and stipulating the actions which are expected from the Pilot Holistic Review Team and the expected content of the deliverables in a clearer manner. The revisions aim to combine the need to answer questions before a Bylaw can be written with an attempt to take on some of the structural issues targeted for a Holistic Review, but with constraints based on the comments received.
Given that the primary objective of the Pilot Holistic Review is to determine the scope of the future Holistic Review, the OEC small team's revised ToR have defined a middle position where the Pilot Holistic Review defines the mechanisms and guidelines for a Bylaws defined Holistic Review and runs a test on those guidelines by taking on a few specific issues.
The OEC will continue its discussion on this topic at its future meetings.
- ICANN org to assist the OEC to further refine the draft ToR (version 2). Thereafter, the OEC to reach out to ATRT3 (co-Chairs and the Review Team members) and to prepare the relevant materials to present the way forward to the Board.
Update on Implementation of Specific Reviews and WS2 Recommendations – ICANN org provided an overview of the progress, and highlights, in implementing Specific Reviews recommendations emerging from the third Accountability and Transparency Review (ATRT3), the Competition, Consumer Trust and Consumer Choice Review (CCT), the second Registration Directory Service Review (RDS/WHOIS2) and the second review of the Security, Stability and Resiliency of the DNS (SSR2). To date, 27 recommendations have been completed, 23 recommendations are in progress and 20 recommendations have not yet started.
ICANN org informed the OEC of the release of the first quarterly report on the status of Specific Reviews recommendations. The report contains highlights, strategies and plans for implementing Board-approved recommendations, as well as provides updates on ICANN org's work to move pending recommendations towards Board consideration.
Due to time constraint during meeting, ICANN org invited the OEC to refer to the meeting materials for updates on the implementation of WS2 recommendations. The ICANN76 prep week session was also identified as a resource for more information.
Nominating Committee Review (NomCom2) Implementation Update – The purpose of this agenda item is for the OEC to discuss its recommendation to the Board in relation to the five components set out in the draft Board Paper.
The OEC reviewed the five components in the Board Paper, including:
- the acceptance of the final implementation report of the NomCom2 Review Implementation Working Group (NomCom RIWG);
- the initiation of a Standard and a Fundamental Bylaws Amendment process for the implementation of four NomCom2 Review recommendations;
- inclusion of the draft NomCom Standing Committee Charter and "Unaffiliated" Directors statement in the ICANN Public Comment proceeding on the proposed Bylaws Amendments;
- the Board's engagement with the community on the topic of NomCom rebalancing; and
- amendments to the ICANN Bylaws to remove the Board's role in the selection of the Root Server System Advisory Committee (RSSAC) membership.
At its previous meeting in January 2023, the OEC reviewed an updated proposed resolution for the Board's action to reflect the Board's intention to engage with the community on NomCom rebalancing, as part of the acceptance of the withdrawal of the implementation of Recommendation 10. Since then, ICANN org has made further amendments to incorporate the OEC's suggestions. For instance, ICANN org has further revised the Board Paper to include a new addition to initiate a bylaws amendment process on Article 12.2 of the Bylaws relating to the RSSAC, that removes the Board's role in the selection of the RSSAC membership. The RSSAC specifically requests this change in light of having an RSSAC-appointed delegate anticipated to serve as a voting member of the NomCom in the nomination of ICANN Board members.
In response to a query from the OEC, ICANN org clarified that the RSSAC had transitioned to a membership model where the Board appointed the RSSAC membership, similar to the SSAC, as a result of a prior organizational review. With the RSSAC moving to a voting role in the NomCom, the RSSAC is concerned that the current membership selection model creates a potential for conflict of interest. ICANN org reiterated that the RSSAC is not proposing for the seats in the RSSAC to be nominated by the NomCom (the NomCom does not appoint any role/position within the RSSAC and there is no recommendation to change that). In the proposed model, the RSSAC would select their own membership.
ICANN org further confirmed that the statement defining Unaffiliated Directors, together with the NomCom Standing Committee Charter and the proposed ICANN Bylaws Amendments, will be subject to a Public Comment proceeding, for the community to provide input before Board approval. Due to the governance implications of the NomCom Standing Committee Charter and the role of Unaffiliated Directors on the ICANN Board, any future revisions to these documents will also require a Public Comment proceeding and Board approval.
Upon being briefed by ICANN org, and a review and discussion of the draft Board Paper, the OEC members agreed to recommend to the Board to take the actions set out in the Board Paper (incorporating the OEC's suggested modifications).
The OEC will continue its discussion on this topic at its future meetings.
- Draft Board Paper: ICANN org to further revise the draft Board Resolution, to incorporate the OEC's relevant suggestions in relation to adding a rationale that there is an expectation that the mode of selection the RSSAC uses will be detailed in their operating procedures.
- Unaffiliated Director Statement: ICANN org to refine the document and incorporate the relevant suggestions from the OEC.
The Chair called the meeting to a close.