Minutes | Meeting of the Organizational Effectiveness Committee of the Board (OEC) | 28 September 2023

OEC Attendees: Katrina Sataki – Chair, Alan Barrett, Chris Chapman, Avri Doria and Matthew Shears

Observers: Chris Buckridge, Edmun Chung and James Galvin

OEC Apologies: Maarten Botterman

Executive and Staff Attendees: Xavier Calvez (SVP, Planning and Chief Financial Officer), Franco Carrasco (Board Operations Manager), Jean-Baptiste Deroulez (Associate Project Manager, Review Support & Accountability), Samantha Eisner (Deputy General Counsel), Larisa Gurnick (VP, Review Support & Accountability), Jason Kean (Project Manager, Review Support & Accountability), Laena Rahim (Associate General Counsel, APAC), Carlos Reyes (Director, Policy and Strategy), Giovanni Seppia (VP, Implementation Operations), Theresa Swinehart (SVP, Global Domains and Strategy) and Mary Wong (VP, Strategic Policy Management).

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.

    With regards to "OEC Onboarding Session" for new OEC members, ICANN org noted that this session will be held in November 2023 and it will potentially be open to other interested Board members. The onboarding session will include an overview of ICANN Reviews, OEC priority topics, OEC logistics, etc. ICANN org is also preparing a repository of relevant OEC documents to be accessible for new OEC members. Additionally, ICANN org highlighted some upcoming prep week sessions for ICANN78, which may be of interest to the OEC members.

    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 for the remainder of 2023 through February 2024.

    • Action Items:
      • Responding to a query from James Galvin, the OEC Chair and ICANN org will assist incoming OEC members gain access to the OEC repository of documents as soon as practicable.
      • ICANN org will assist the OEC to set up an informal meeting with the Strategic Planning Committee (SPC) during ICANN78 in Hamburg, Germany to discuss and coordinate a pilot project of collaboration between Board committees.
  3. Consideration of 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 (such as for one year).

    ICANN org presented its Reviews Risk Assessment analyzing the current state of ICANN Reviews during the recent Board Workshop in Istanbul in September 2023. The assessment identifies strategic, legal, accountability, reputational and procedural risks to ICANN and proposes mitigations for the Board to consider. ICANN org briefly described some of risks produced under the Reviews Risk Assessment.

    ICANN org proposed that the OEC confirm with the Board a one-year deferral and begin the process of gathering community views and support for this deferral.

    ICANN org reiterated that, as discussed during the Board Workshop in Istanbul, in balancing all the relevant considerations, it is important to ensure that ICANN org and Board remain accountable by identifying specific check-in times for a proposed deferral (instead of deferring in perpetuity), to ensure that there is a defined deadline. It is also essential for ICANN org and the Board to plan in advance and include engagements with the community to communicate the status of reviews-related activities and all the dependencies that are already under way.

    Pursuant to an in-depth discussion on this topic, the OEC agreed to wait for the outcome of the public comment proceeding on the Revised ToR of the Pilot Holistic Review before taking any further steps, and then to map out dependencies and assess how long to defer and why to do it at that time.

  4. Follow Up Discussion on NomCom Rebalancing and "Unaffiliated" Director Definition items from the Second Organizational Review of the NomCom (NomCom2) – The OEC continued its discussion on these topics.

    NomCom Rebalancing:

    This topic was discussed at the recent Board Workshop in Istanbul in September 2023, in relation to the Independent Examiner's recommendation that the NomCom should be rebalanced, and the fact that the NomCom2 Review Implementation Working Group (NomCom RIWG)'s proposal for rebalancing was withdrawn by them due to insufficient community support. The objective of this agenda item was for the OEC to discuss the next steps towards exploring models outside of the ICANN ecosystem that may be of relevance to the consideration of the NomCom and its purpose, and specifically to identify relevant organizations for the research that has been discussed.

    ICANN org noted that it may be worthwhile to look beyond the ICANN ecosystem or a hybrid model that has demonstrated a track record of good governance to ensure that the OEC is approaching this exercise in a neutral manner. ICANN org also suggested the OEC keep the Board Governance Committee (BGC) apprised of this exercise.

    "Unaffiliated" Director:

    ICANN org provided a brief background on this issue. The "Unaffiliated" Directors statement, as well as the Bylaws amendment putting it into effect, require further Board and community discussion before moving forward due to community and Board concerns. Some options for the OEC's consideration include:

    • Abandon "Unaffiliated" Director recommendation.
    • Modify "Unaffiliated" Director statement.
    • Consult with the community and/or consult with the NomCom RIWG.

    Community submissions to the Public Comment proceeding revealed concerns about the proposed "Unaffiliated" Directors statement that echoed the Board's concerns:

    • Objective measures specified for appointment as an "Unaffiliated" Director "seem overly restrictive and may result in a very small pool of applicants in this category".
    • "Unaffiliated" Directors may be detrimental to Board collegiality" as they would have to "spend time learning" about ICANN. "At most seek to place at least one (1) of such directors on the board".

    The OEC is in support of the "Unaffiliated" Director concept and would like to improve the definition to make it more clear. The desired outcome is for the OEC to develop a plan within six months of the 10 September Board action (by March 2024) to address the issue, before determining whether or how to proceed forward in the Fundamental Bylaws amendment process.

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

    • Action Item:
      • ICANN org to provide a detailed proposal to the OEC for engaging a third party, for the NomCom rebalancing issue.
  5. Observations and insights from departing OEC members – Avri Doria and Matthew Shears shared some of their observations and insights as departing OEC members, including:

    • The OEC plays an important and complex role in that it is the Board's committee which oversees many bottom-up self-defining organizations.
    • The OEC is the most interesting and diverse ICANN Board Committee, given the wide and interesting range of work that is fundamental to ICANN's multistakeholder model.
    • A Board member who has not served on the OEC will not have understood the dynamics and interaction between the members of the ICANN community, the Board and ICANN org. Thus, serving on the OEC provides an opportunity for a Board member to understand their specific roles and responsibilities within ICANN.

      The Chair expressed her appreciation to the departing OEC members for their continuous support and team collaboration, and for their contribution to the OEC.

  6. Any Other Business

    • Upcoming SO/AC Roundtable – ICANN org briefed the OEC that ICANN org will provide an update to the SO/AC leadership on the status of the implementation of the Continuous Improvement Program, and will seek their input on the proposed means of community participation. The proposal is to leverage the Community Coordination Group model which has been used with some success for the implementation of certain Work Stream 2 recommendations.
    • Ongoing Actions: Community forum for approval action during ICANN78 (in relation to the IFR related Bylaws Amendments) – ICANN org to obtain a slot during ICANN78 for the Community Forum, and will coordinate with the various Empowered Community Administration representatives to assist with the planning and preparation.

The Chair called the meeting to a close.

Published on 9 November 2023