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Minutes | Board Organizational Effectiveness Committee (OEC) Meeting 28 April 2021

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

Executive and Staff Attendees: Jennifer Bryce (Project Manager, Review Support & Accountability), Xavier Calvez (SVP, Planning and Chief Financial Officer), Franco Carrasco (Board Operations Specialist), Samantha Eisner (Deputy General Counsel), Larisa Gurnick (VP, Review Support & Accountability), Wendy Profit (Board Operations Senior Manager), 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 19:00 UTC.

  1. Agenda – The Chair established the agenda for the meeting and gave an overview of items to be discussed.
  2. Follow-up Discussion: OEC meeting with Nominating Committee Review Implementation Working Group (RIWG) – For purposes of this agenda item, Patricio Poblete led the discussion on behalf of the OEC to reduce any possible perception of conflict of interest.


    During its meeting on 17 March 2021, ICANN organization briefed the OEC on the potential concern within the recent work by the RIWG in relation to the progress of the implementation of recommendations of the NomCom Review. Thereafter, the OEC met with the RIWG on 20 April 2021 to share its concerns and observations, and to determine the next steps for the OEC to proactively work with the RIWG.

    Therefore, the purpose of this agenda item is for the OEC to hold a debrief pursuant to the joint meeting with the RIWG on 20 April 2021. ICANN org presented a summary of the key takeaways and proposed action items from the joint meeting, which focused on the following topics and specific action items:

    1. Overall transparency and accountability of the RIWG:

      • The implementation of recommendations pertaining to the NomCom Review have far-reaching governance implications. The OEC recognizes the importance of the implementation work and any resulting changes to the ICANN Bylaws.
      • The RIWG acknowledges that more outreach and engagement with the community may be required to ensure broad support; and to communicate to the community what implementation steps were changed, why such changes were an optimal way forward.
    2. Recommendation 10: Representation on the NomCom should be re-balanced immediately and then be reviewed every five years.

      • The OEC noted that many implementation steps were changed, including removing the gap analysis and having a broader community conversation.
      • One of the changed steps requires the Board to judge the merit of the proposal before public comment, although that is not within the Board's role when initiating a Bylaws amendment.
      • The RIWG has also assigned a Phase 2 effort to the OEC to decide on the future allocation of GNSO seats.
      • Given that these changes vary significantly from what the Board accepted in the plan, the OEC sought confirmation from the RIWG as to whether it is of the view that the RIWG's proposed implementation of this recommendation was supported by the community. While the RIWG members felt that this recommendation was supported by the community, they also agreed that examining the evidence for support would be useful from two angles: (1) to confirm that the RIWG communicated changes to implementation steps on Recommendation 10 and received broad community support for those changes; and (2) to confirm that the RIWG communicated and received broad community support for its rebalancing proposal and related Bylaws changes (while recognizing the linkages to longer-term, broader questions regarding evolution of ICANN structures (e.g., the Holistic Review)).
      • RIWG is of the view that they had effectively communicated implementation changes to the community. However, they agreed that more could be done to ensure that the community understands the changes and that there is broad community support for those changes.
      • The RIWG agreed to gather evidence that indicates broad community support on the suggested approach. Also, if determined that additional evidence of community support is needed, the RIWG could take steps to socialize changes to the implementation steps and the reasons why the proposed Bylaws changes are the reasonable way forward, and ensure community buy-in.
      • Further, the RIWG had requested clarification from the OEC on its role in the implementation of this recommendation, including the process of Bylaws changes, if there is not widespread support for the revised implementation plan and the Bylaws changes proposed.
    3. Recommendation 24: An empowered body of current and former NomCom members should be formed to ensure greater continuity across NomComs, and in particular, to recommend and assist in implementing improvements to NomCom operations.

      • The intent of the recommendation and the benefit anticipated from its implementation is to address continuity, transparency, and accountability of the NomCom. The RIWG expects that the implementation of Recommendation 24 would result in preserving institutional knowledge of the NomCom.
      • ICANN org's support of the NomCom is distinct from addressing continuity, transparency, and accountability of the annual NomComs, and is viewed by ICANN org as outside the scope of this recommendation.
      • ICANN's CEO queried as to why the RIWG believes that ICANN org support for the NomCom is not transparent. The RIWG and ICANN CEO will conclude their discussion on transparency of ICANN org support of the NomCom in due course.
      • The RIWG agreed to provide more clarity on the rationale and role for the interim Standing Committee and it welcomes ICANN org/the OEC's feedback on the draft Standing Committee Charter.
      • ICANN org will provide feedback to the RIWG on governance issues within the Standing Committee Charter, including on the interim Standing Committee, for the RIWG's consideration.
      • ICANN org and the OEC will engage in a separate discussion on the Standing Committee Charter.
      • ICANN org noted that it is unclear whether the Standing Committee Charter is anticipated to be published for public comment at some stage; and will obtain guidance from the OEC on this matter.

    Recommendation 27: Provide clarity on desire for and definition of unaffiliated directors. Upon clarification of desire and definition, determine the number of specific needs for unaffiliated directors.

    • The RIWG recognizes that there is a need to re-assess the definition of "unaffiliated directors". The RIWG will consult with ICANN Legal to review the proposed definition and discuss a way forward. A clear definition of the term "unaffiliated" is required to ensure alignment with community expectations and governance standards (e.g., the IRS rules on independence).

    During its meeting, the OEC reiterated the importance of ensuring that the RIWG has a sufficient understanding of the Bylaws change process, and ICANN org to provide the necessary briefing/ assistance to the RIWG. Also, the OEC commented that to the extent that some of the proposals result in Bylaws changes, it would be useful for ICANN org to prepare a timeline of the various steps involved, including the public comment period.

    • Action Items:

      • ICANN org to circulate the revised joint meeting notes to the OEC, incorporating input from the OEC.
      • ICANN org to communicate with the RIWG regarding the possibility of the OEC and the RIWG having another discussion to ensure that their work is aligned; and to determine the specific support and/or engagement necessary to assist the RIWG going forward.

The Chair called the meeting to a close.

Published on 18 May 2021