Minutes | Meeting of the Organizational Effectiveness Committee of the Board (OEC) | 23 May 2023

OEC Attendees: Katrina Sataki – Chair, Alan Barrett, Maarten Botterman, Avri Doria and Matthew Shears

OEC Apologies: Chris Chapman

Executive and Staff Attendees: Jennifer Bryce (Project Manager, Office of the Chief Technology Officer (OCTO), 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), Daniel Gluck (Policy Development Support Analyst), Larisa Gurnick (VP, Review Support & Accountability), Alice Jensen (Director - Reviews, Implementation Operations), Jason Kean (Project Manager, Review Support & Accountability), Laena Rahim (Regional Counsel, APAC), Carlos Reyes (Director, Policy and Strategy), 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 13:00 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 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.

   ICANN org shared the OEC work plan, which is a living document illustrating a six-month snapshot of anticipated OEC actions and discussions, and priority items, as well as the activities that are anticipated beyond November 2023. ICANN org will continue to refine the document and present it to the OEC at each of its future meetings.

   In relation to an action item arising from the Board Governance Committee's (BGC) questionnaire to the OEC - "Fold Board Caucus on ATRT3 back into OEC", ICANN org noted the OEC's comment that the decision to fold the Board Caucus Group on ATRT3 back into the OEC was agreed and confirmed by the whole Board Caucus group on ATRT3.

3. Proposed Not-for-Profit Operational Concerns Constituency (NPOC) Charter Amendments – ICANN org briefed the OEC on the status of the proposed NPOC charter amendments. ICANN Bylaws (Article 11, Section 5.c) states that each Generic Names Supporting Organization (GNSO) Stakeholder Group and Constituency "maintain recognition with the ICANN Board." The Board interpreted this language to require approval of any charter amendments. In September 2013, the Board approved the Process for Amending GNSO Stakeholder Group and Constituency Charters (the "Process"), which guides the Board's consideration of any charter amendments.

   NPOC amended its charter to reflect its current practices, align with its operating procedures, and accommodate its evolving needs. It also accounts for best practices for the GNSO such as the GNSO Operating Procedures, and the Cross- Community Working Group on Enhancing ICANN Accountability Work Stream 2 Recommendation 6.5, and the ICANN Bylaws.

   The NPOC completed Phase 1 of the process by voting to amend its charter and informing ICANN org on 9 May 2022. As part of Phase 2 of the process, ICANN org conducted a review of the amended charter, examined the language, form and structure of the amended charter, and made an assessment of any potential fiscal or liability concerns in the proposed changes. ICANN org provided its input to the NPOC, and the NPOC addressed all of the identified issues. The NPOC also addressed minor grammatical suggestions.

   As part of Phase 3 of the process, a 41-day Public Comment proceeding was conducted in October – November 2022. The Public Comment proceeding received five submissions from four ICANN community groups and one individual. ICANN org developed a Summary Report and categorized the submissions into three areas: transparency, membership responsibilities and leadership responsibilities. The NPOC addressed all relevant Public Comment feedback through revisions to its operating procedures, which did not require further modifications to the amended charter.

   As a next step, ICANN org will circulate a draft Board paper to the OEC in due course, for the OEC to recommend to the Board to approve the proposed amendments to the NPOC charter in line with the Process adopted by the Board in 2013.

   • Action Items:

     • ICANN org to circulate a draft Board paper to the OEC via e-mail to recommend to the Board to approve the proposed amendments to the NPOC charter, for the OEC's input and feedback.
     • The OEC to forward its recommendation to the Board for its consideration.

4. Update on IANA Naming Functions Review (IFR) Bylaws Changes Public Comment Review and Board Action Approval – As part of the Fundamental Bylaws Amendment Process, ICANN org sought input on a comprehensive package of amendments to Articles 18 and 19 of the ICANN Bylaws, which define ICANN and the community's obligations regarding the IFR.

   The Public Comment proceeding received 4 comments (from the ccNSO Council, RySG, and two individuals):

   • The ccNSO Council and the RySG both supported the proposed amendments.
   • The ccNSO identified two co-Chair selection process sections that require updating to match the numbering of the composition sections. This update has been implemented. The ccNSO raised a question as to whether it was even feasible for the IFR to proceed without the update to the numbering. ICANN org noted that the first IFR proceeded even with mis-numbering in the co-Chair section. Therefore, ICANN org reiterated that this numbering issue should not prevent the second IFR from taking place as planned.

   • There were several comments that were not taken on: changes to the frequency of IFR; change of scope of IFRs. ICANN org explained that these comments are not appropriate for unilateral action by the Board. They seem more appropriate to raise within the IFR itself, if those entities wish to bring that to the IFR. ICANN org does not recommend any changes based on these comments, and there were no objections by any of the commenters raised to the proposed updates as presented.

     • Action Items:

       • ICANN org to circulate the draft Board paper to OEC via e-mail to recommend to the Board to move forward with the Fundamental Bylaws process, together with a cover note that sets out the Fundamental Bylaws Empowered Community process, for the OEC's ease of reference.
       • Thereafter, the Board to take action on the Fundamental Bylaws changes at its September 2023 meeting. Once approved by the Board, the Empowered Community will have an opportunity to consider the Bylaws changes for approval – there would be sufficient time either for the Empowered Community's Cross-Community Forum to be appropriately noticed for the October 2023 meeting (at ICANN78), or for the community to decide that they will hold the community forum offline.

5. Debrief from Board Workshop session on Pilot Holistic Review and Continuous Improvement - The OEC continued its discussion on this topic. ICANN org debriefed the OEC from the recent session on the Pilot Holistic Review at the Board Workshop in April 2023 on three topics:

   ATRT3 Recommendation 3.6 – Evolve Organizational Reviews into a Continuous Improvement Program

   ATRT3 Recommendation 3.6 to evolve Organizational Reviews into a Continuous Improvement Program (CIP) had certain ATRT3-defined attributes:

   • ICANN org should work with the SO/AC/NomCom to establish a CIP with a "common base" between all SOs, ACs and NomCom to allow that evaluation and assessment across all structures.
   • Each SO/AC/NomCom shall perform a comprehensive annual satisfaction survey or equivalent mechanism of its members/participants. The results of these would be public and used to support the CIP as well as input for the Holistic Review.
   • At least every three years each SO/AC/NomCom will undertake a formal process to evaluate and report on its continuous improvement activities which will be published for Public Comment. This would allow the Holistic Review to consider a minimum of two assessment reports and related public comments for each SO/AC/NomCom.

   • The Board approved the recommendation subject to prioritisation, with caveat that more information is required to better understand how to operationalize the CIP; and to ensure that it yields outcomes intended by the ATRT3 before a Bylaws amendment is completed. In taking its decision, the Board noted that there remains unaddressed problems:

     • There may be some complexities as to how the implementation of the CIP would run in parallel with the implementation of the Holistic Review.
     • There should be standardized measures for continuous improvement so that there could be some equitable means of applying this new program across all structures.
     • Review scheduling will be impacted by this recommendation (i.e., deferral of Organizational Reviews and Specific Reviews).
     • Review scheduling will be impacted by this recommendation (i.e., deferral of Organizational Reviews and Specific Reviews). The Board will revisit the status of Organizational Reviews in June 2025 to determine progress on the implementation of the CIP and the way forward.

   ICANN org provided an update on the implementation status for the CIP. The design and planning phase of implementation has been completed. Activities, deliverables, estimated timelines and resources have been identified.

   • The next step is to develop a CIP framework in coordination with the community organizations and their leadership. The plan will be announced to the community with a request for them to appoint representatives and confirm their availability to participate in the work.

   • ICANN org shared a snapshot of the CIP components:

     1. Define CIP with the community to ensure that there is consistency of understanding and application across all structures.
     2. Build CIP framework. Steps 1 and 2 would take approximately 18 months to complete, based on guidance and specificity provided by the ATRT3. However, the timing can be expedited based on community interest and availability.
     3. CIP assessment cycle – collecting data through surveys or other mechanisms, analyzing the data, implementing improvements, reporting results, and a Public Comment proceeding.

   Responding to a query from the OEC, ICANN org clarified that there is no specific guidance from the ATRT3 on how to deal with SO/ACs that are partitioned to many layers below the SO/AC level( e.g., At-Large and RALOs; and the GNSO and the stakeholder groups and constituencies). There is a recognition that there needs to be flexibility in how this is applied by each structure – to be elaborated during the development of the CIP framework so that there would be some consistency and flexibility to each structure.

   In terms of defining and developing the CIP framework, the OEC discussed the feasibility of formulating a lightweight framework to enable an assessment to occur on a shorter basis than the three years.

   Request from the Board – Reviews Risk Assessment

   In looking at the Reviews Risk Assessment provided to the Board during the Board Workshop in April 2023, ICANN org sought the OEC's feedback as to whether it makes sense to defer ATRT4 by about a year's time to give it a chance to be able to have more information from the ATRT3, and for the ATRT4 to be able to assess the CIP framework to ensure that the way the CIP is being defined and implemented complies with the intention of ATRT3. The OEC noted that it might not be beneficial to defer the ATRT4, and that it should start as planned. ICANN org noted that if ATRT4 proceeds as scheduled, there is an opportunity for the Board to provide some guidance around it.

   In addition to the items discussed above, the Board also requested ICANN org to conduct a risk assessment. The work is currently under way and ICANN org will brief the OEC on this topic in due course.

   ATRT3 Recommendation 3.5 Holistic Review - Status of Terms of Reference (ToR) Development Team's work related to the Pilot Holistic Review:

   ICANN org updated the OEC on the work of the ToR team on the following items:

   • Agreement on the purpose of the revised ToR;
   • Agreement that it needs to respond to community comments and concerns;
   • Agreement to inform and clarify community's understanding post ICANN77; and
   • Ongoing discussions – CIP, deferred Organizational Reviews.

   There are still some components of the revised ToR which need to be addressed. ICANN org and the OEC will need to enhance communication and engagement with the community to keep them updated on the revised ToR and how it differs from the previous version and how it addresses the community's concerns.

   Request from the Board – Reviews Risk Assessment

   In looking at the Reviews Risk Assessment provided to the Board during the Board Workshop in April 2023, ICANN org sought the OEC's feedback as to whether it makes sense to defer ATRT4 by about a year's time to give it a chance to be able to have more information from the ATRT3, and for the ATRT4 to be able to assess the CIP framework to ensure that the way the CIP is being defined and implemented complies with the intention of ATRT3. The OEC noted that it might not be beneficial to defer the ATRT4, and that it should start as planned. ICANN org noted that if ATRT4 proceeds as scheduled, there is an opportunity for the Board to provide some guidance around it.

   In addition to the items discussed above, the Board also requested ICANN org to conduct a risk assessment. The work is currently under way and ICANN org will brief the OEC on this topic in due course.

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

6. Update on Implementation of Work Stream 2 and Specific Reviews Recommendations – ICANN org provided an update on the progress and highlights of the implementation of the Workstream 2 recommendations. ICANN org has more than doubled its set of complete recommendations. Out of the 65 recommendations for ICANN org to implement, 43 (66%) recommendations are complete. In addition, 19 (29%) of the remaining recommendations are in progress, leading to a total of 95% of recommendations that are either currently listed as in progress or complete. Work also continues on the community implementation of WS2 recommendations. Notably, in Q1 2023, the WS2 Community Coordination Group agreed on the Outcomes Report, which encapsulates the community's alignment reached on the diversity elements. Community groups are not considering the Outcomes Report.

   As it relates to Specific Reviews recommendations, ICANN org made steady progress as it embarked on the implementation journey of nine additional Board-approved recommendations. Overall, of the 70 Board-approved Specific Reviews recommendations, 29 are considered complete in Q1 2023, 30 in progress, and 11 not started. This translates to 86% of recommendations being either in progress or complete. Furthermore, considerable efforts were made to move pending recommendations to Board consideration.

   ICANN77 prep week session will be held on 30 May 2023 to provide updates on the implementation of Specific Reviews and WS2 recommendations.

7. Decisions Reached via E-Mail – The Chair noted the decisions which the OEC has reached via email. The OEC vote unanimously via email to take the following actions:

   • Folding the ATRT3 Board Caucus into the OEC

   • Folding the BPCR Board Caucus into the Board Strategic Planning Committee (BSPC)

     • Action Item:

       • The OEC to inform the BGC of the above actions approved by the OEC via e-mail.
8. Review of New Action Items – ICANN org recapped the new action items arising from the OEC's present meeting.

9. Any Other Business –

   • Community Engagement on Reviews – the OEC to discuss whether the Board has a role in supporting groups within an ICANN entity to discuss dissatisfaction or perceived structural concerns.
   • OEC Strategic Pilot – the OEC to initiate conversations before the next OEC meeting, including with the BSPC, and to discuss the components of the pilot at the OEC meeting in August 2023.

The Chair called the meeting to a close.