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Minutes | Board Organizational Effectiveness Committee (OEC) Meeting 2 September 2021

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

OEC Apologies: Becky Burr

Other Board Attendees: Göran Marby (President and CEO) and Manal Ismail

Executive and Staff Attendees: Michelle Bright (Board Content Coordination Director), Xavier Calvez (SVP, Planning and Chief Financial Officer), Steve Conte (Director, IROS Operations), Samantha Eisner (Deputy General Counsel), Larisa Gurnick (VP, Review Support & Accountability), John Jeffrey (General Counsel & Secretary), Aaron Jimenez (Board Operations Specialist), Laena Rahim (Regional Counsel, APAC), Pamela Smith (Senior Coordinator, Review Support & Accountability) 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 17:00 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 Watched Action Items – The OEC noted that some of the "Open Action Items" will be discussed at the current meeting, there are several action items which 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.
  3. The Second Country Code Names Supporting Organization (ccNSO2) Review – Proposed Board Action – The OEC is responsible for the oversight of all Organizational Reviews mandated by Section 4.4 of ICANN Bylaws, including the ccNSO2 Review. ICANN organization presented a Board Paper in support of the OEC's recommendation to the Board on the completion of the implementation of ccNSO2 Review recommendations, thus closing out this review.

    The ccNSO2 Review commenced in August 2018. The independent examiner conducting the review produced a final report that was published in August 2019. The ccNSO2 Review Working Party, based on its detailed review of the independent examiner's final report, prepared a Feasibility Assessment and Initial Implementation Plan (Feasibility Assessment), approved by the ccNSO Council on 24 June 2020.

    The ccNSO2 Review Working Party has made considerable progress on the implementation of recommendations since the ccNSO2 Review final report was published in August 2019 and the Feasibility Assessment was published in July 2020. The status of recommendations and the level of remaining implementation work as of 3 June 2021 is documented in the reference document which ICANN org produced at the request of the OEC and confirmed by the ccNSO Council on 17 June 2021. Details of the activities that the ccNSO has carried out towards implementation and the rationale for the ccNSO's conclusion are also provided in ICANN org's compilation.

    The ccNSO2 Review Working Party noted support for 13 of the 14 findings, and six of the 15 recommendations in the final report. The ccNSO considers 11 recommendations as fully implemented; one in process; and two requiring action from the ICANN org. No other significant action is required from the ccNSO for these 14 recommendations. One recommendation is flagged for deferral to the next ccNSO review, where it can be evaluated to consider if implementation would be proper. For the three recommendations where work is noted as ongoing, as with other organizational reviews, these seem appropriate for periodic status reports to the Board, while still considering the ccNSO2 Review complete.

    In addition to the above, the ccNSO has also identified a series of standard amendments to Article 10 and Annex B of the ICANN Bylaws, which support the improvements arising out of the ccNSO2 Review and bring clarity to issues of ccNSO membership and voting as countries and territories maintain both ASCII and IDN ccTLDs. The ccNSO Council requests the initiation of the Standard Bylaws Amendment Process at Section 25.1 of the ICANN Bylaws to allow for these changes to be further considered by the ICANN community and the Board. The ccNSO Council is in the midst of preparing a letter to be conveyed to the Board to request for board action to initiate the ICANN Bylaws amendment process.

    The OEC reviewed all relevant documents pertaining to the ccNSO2 Review in detail. Specifically, it considered the final report and the Feasibility Assessment, the public comment input, presentations from the independent examiner and the ccNSO2 Review Working Party, and input form the ccNSO with regard to work completed after the final report and Feasibility Assessment were submitted to the OEC.

    The OEC further noted that under the typical cadence and process for Organizational Reviews, the Board would accept the final report and the Feasibility Assessment and direct the Review Working Party to develop a detailed implementation plan to be submitted to the Board within six months. The Board would pass a resolution to accept the implementation plan, and, once implementation is complete, a resolution to accept the final implementation report and mark the completion of the review. However, in the case of the ccNSO2 Review, the typical cadence and process for Organizational Reviews has been superseded by the ccNSO's work and progress toward implementation. As such, several of the usual process steps are being combined into this board action.

    The OEC discussed and agreed to recommend that the Board accepts the final report from the independent examiner on the ccNSO2 Review, the ccNSO2 Review Working Party's Feasibility Assessment, and the status of implementation of recommendations from the ccNSO2 Review as reported by the ccNSO, thereby completing the ccNSO2 Review. The OEC also agreed to recommend that the Board approves the initiation of the Standard Bylaws Amendment Process to allow for consideration of the ccNSO Council's requested changes to Article 10 and Annex B of the ICANN Bylaws, and to direct the ICANN President and CEO, or his designee, to post those proposed amendments for public comment (subject to the Board receiving the ccNSO Council's letter requesting for board action to initiate the ICANN Bylaws amendment process).

    • Action Items:
      • ICANN org to circulate the relevant documentation reflecting the proposed ICANN Bylaws amendments (to Article 10 and Annex B) as suggested by the ccNSO, for the OEC's ease of reference.
      • ICANN org to finalize the Board Paper, incorporating the relevant suggestions from the OEC.
      • The OEC to forward its recommendation to the Board for its consideration.
  4. Update on the Nominating Committee Review Implementation Working Group (NomCom RIWG) – The objective of this agenda item is for ICANN org to update the OEC on the status of the ongoing work of the NomCom RIWG:

    • Status Update: NomCom RIWG submitted its Status Report Executive Summary to the OEC at the end of August 2021. The NomCom RIWG will follow-up with detailed status updates on all implementation steps.
    • Proposed Standing Committee Charter: NomCom RIWG is working on a revised draft Standing Committee charter, in close consultation with ICANN Legal. The finalized draft charter will be included in the follow-up detailed status report to the OEC.
    • Request to meet with the ICANN CEO: NomCom RIWG met with the ICANN CEO on 30 August 2021 to discuss NomCom2 recommendations relating to transparency about NomCom staffing support, staff reporting lines, and NomCom input on planning and budgeting.
    • NomCom RIWG Participation: Participation in the NomCom RIWG has increased slightly in July and August; with one new member joining the group and 11 members of record confirming their continued participation. Three members resigned and one chose to convert to an Observer. The NomCom RIWG set a goal of completing their implementation work by end of 2021.
    • Recommendation 10 (Rebalancing of the NomCom): Plans are underway for various community engagements and discussions of the NomCom RIWG proposed implementation of NomCom rebalancing.

    Upon being briefed by ICANN org on the abovementioned issues which are related to the progress of the implementation of recommendations of the NomCom Review, the OEC noted that good progress is being made, and that some of the concerns observed by the OEC are being appropriately addressed by the NomCom RIWG.

    The OEC agreed to continue its discussion on this topic at its future meetings and ICANN org will keep the OEC abreast of further developments on this topic.

  5. Review of New Action Items and Board Caucus Group Updates - ICANN org re-capped the new action items arising from the OEC's present meeting. Brief additional updates were provided by following Board Caucus Groups' liaisons for which OEC is the sponsoring committee:

    • Security, Stability and Resiliency (SSR2) Review Board Caucus Group: The SSR2 Implementation Shepherds met with the former SSR2 Review Team members in August 2021 to hear the former SSR2 Review Team members' input on the Board action on the SSR2 recommendations. The SSR2 Board Caucus Group is scheduling a meeting with the SSR2 Implementation Shepherds to obtain their feedback and input on the Board action on the SSR2 recommendations.
    • CCWG – Accountability Work Stream 2 (WS2) Board Caucus Group: The WS2 Implementation Team and the WS2 members have been interacting positively with each other (e.g., several questions for clarification on language have been posed to the WS2 Implementation Team).

The Chair called the meeting to a close.

Published on 01 October 2021