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Minutes | Board Organizational Effectiveness Committee (OEC) Meeting 19 November 2021

OEC Attendees: Avri Doria – Chair, Alan Barrett, Akinori Maemura, Patricio Poblete, Katrina Sataki and Matthew Shears

Other Board Attendee: Manal Ismail

Executive and Staff Attendees: Michelle Bright (Board Content Coordination Director), Xavier Calvez (SVP, Planning and Chief Financial Officer), Samantha Eisner (Deputy General Counsel), Larisa Gurnick (VP, Review Support & Accountability), Wendy Profit (Board Operations Senior Manager) Laena Rahim (Regional Counsel, APAC), Lisa Saulino (Board Operations Specialist), Pamela Smith (Senior Coordinator, Review Support & Accountability), 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 14:30 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. Welcome New OEC Members – The Chair welcomed the new OEC members: Alan Barrett, Akinori Maemura and Katrina Sataki.

    For the benefit of the newly appointed members of the OEC, ICANN organization provided a comprehensive review of the work and responsibilities of the OEC under its charter. ICANN org further elaborated on the various areas of responsibility and oversight of the OEC in relation to Organizational and Specific Reviews; and provided an in-depth explanation on the review processes (e.g. phases, duration and sequencing of Organizational and Specific Reviews). ICANN org also provided a brief overview of the OEC Work Plan, which provides a quarterly view of activities relating to the OEC's work, reflecting the current year (2021) through 2022.

    ICANN org elaborated on the roles and responsibilities of the OEC, the Board and the relevant Board Caucus Groups. The OEC interacts and coordinates with the Board Caucus Groups in relation to processes and procedures applicable to the conduct of reviews, as well as other issues as needed or identified by the respective Board Caucus Groups. The Chair added that, as a matter of practice, at least one OEC member participates in each of the Board Caucus Groups related to the Specific Reviews.

    ICANN org also described the staff support provided to the OEC, between the Review Support and Accountability department and the Implementation Operations department; and the close interaction between the two departments in supporting the work of the OEC.

  4. Discussion on the Holistic Review – The Chair initiated a discussion on the Holistic Review (a recommendation from the third review of the Accountability and Transparency (ATRT3), which is subject to prioritization and available resources). The Chair noted that there has been an increase in community questions surrounding this topic (e.g. the start date of the Holistic Review, the role of the community in designing this review, and its impact on the ICANN ecosystem).

    The Chair highlighted the need to provide more clarity to the community to demonstrate the interdependencies between a Holistic Review and other aspects of Specific and Organizational Reviews, as well as other components of the ATRT3 recommendations (e.g. the continuous improvement program). The community has raised several concerns, such as:

    • Should the principles for continuous improvement ("effectiveness principles") across SO/ACs be agreed to first, before the Holistic Review?
    • Without shared agreement about these principles, how would a Holistic Review team conduct its evaluation and assessment? and
    • Could the Holistic Review pilot focus on developing a community-wide agreement of effectiveness principles?

    The Chair suggested the possibility of initiating community work to develop the Terms of Reference for the Holistic Review (in advance of the prioritization work), with the aim of providing enhanced clarity to the community, and to enable those who are involved in the prioritization work to have a better idea of the work involved in the Holistic Review pilot.

    As a next step, the OEC agreed to conduct a brainstorming session to discuss the Holistic Review, separate from the prioritization work, and its potential implications on ICANN.

    The OEC emphasized the importance of improving community engagement to demonstrate the challenges that ICANN org and/or Board are facing (how and what should be prioritized and measure against the resources that are available), and to address the community's expectation to initiate a Holistic Review prior to prioritizing and resolving some of the known issues with how reviews are currently conducted.

    In relation to the progress of the development of the prioritization framework, ICANN org clarified that the pilot on the prioritization framework is anticipated to be carried out in January/February 2022. The pilot will allow the community, the Board and ICANN org to test the prioritization framework and the process by which it is used in order to identify any necessary adjustments before applying it in a more systematic, sustainable way.

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

    • Action Item:

      • ICANN org to assist the OEC to schedule a brainstorming session in December 2021 to discuss issues in relation to the Holistic Review topic.
  5. Update on the Security, Stability and Resiliency (SSR2) Review – ICANN org updated the OEC on the implementation process for the SSR2 Review, which is being led internally by the Implementation Operations team, working closely with the Review Support and Accountability team.

    The SSR2 Implementation Shepherds met with the SSR2 Board Caucus Group on 29 September 2021, to continue the dialogue established in early July 2021, focusing on the recent Board action on the SSR2 recommendations. During the meeting between the SSR2 Implementation Shepherds and the SSR2 Board Caucus Group, ICANN org presented an update regarding the next steps with respect to approved and pending recommendations:

    Next steps on Approved Recommendations (13 recommendations):

    • Approved recommendations that are subject to prioritization – are awaiting prioritization and implementation design.
    • Approved recommendations that are understood to be fully implemented – ICANN org will prepare reports of how these recommendations were implemented, to be assessed by the next SSR review team.

    Next steps on Pending Recommendations (34 recommendations):

    • To resolve the actions identified by the Board in the Scorecard that accompanied the Board resolution: ICANN org has initiated the process to document the questions that need addressing for the Board to be able to make a final decision. Pending recommendations will be addressed in the following order:
      • Pending/likely to be approved
      • Pending/likely to be rejected
      • Pending/ additional clarification and information is needed.

    The Implementation Shepherds asked some clarifying questions and provided feedback on tools/processes. ICANN org will engage with the SSR2 Implementation Shepherds and other community representatives, and seek input on relevant questions, as needed.

    In addition to the above, ICANN org discussed concerns raised during the September meeting by the Chair of the SSR2 Review Team (RT) regarding the Operating Standards for Specific Reviews (Operating Standards). During this discussion, the Chair of the SSR2 RT made some observations about the challenges with Operating Standards for Specific Reviews that the SSR2 team encountered. The concerns were focused on whether a review team is well suited to take into account issues of costs and resourcing for their recommendations, as has been suggested in prior discussions on the Draft Proposal for Community Discussions: Resourcing and Prioritization of Community Recommendations.

    ICANN org reiterated that the Operating Standards is a living document which will be updated (as necessary) based on lessons learned, and developments/ progress from ATRT3 recommendations. In connection thereto, going forward, the OEC Chair noted that it would be worthwhile to obtain feedback/ advice from the leaders of recent reviews on any operating improvements that are being considered.

    ICANN org will keep the OEC updated of progress and timelines of work involved on the SSR2 recommendations.

    • Action Items:

      • ICANN org to provide the OEC with more details via email regarding the SSR2 RT Chair comments in relation to the Operating Standards;
      • ICANN org to incorporate a new item on the Watch List Item regarding the suggestion to obtain feedback/advice from the leaders of recent reviews on any proposed changes to the by Operating Standards; and
      • The OEC to invite Danko Jevtovic (a member of the Board Caucus Group on SSR2 Review) to the next OEC meeting discussing substantive issues in relation to the SSR2 Review recommendations.
  6. 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.

    • Recommendation 10 (Rebalancing of the NomCom): During its meeting on 23 September 2021, the NomCom RIWG decided to withdraw its proposed Bylaws changes on Recommendation 10 (NomCom Rebalancing) in light of strong opposition from the GNSO. The NomCom RIWG has informed the GNSO of this development, which will be included in the December 2021 Implementation Status update to the OEC.
    • Proposed Standing Committee Charter: The draft Standing Committee charter has progressed significantly, following collaboration between ICANN Legal and NomCom RIWG. Updates will be incorporated into the December 2021 Implementation Status update.
    • Recommendation 27 on "unaffiliated directors" is still work in progress.

    For the benefit of the newly appointed OEC members, the Chair stated that, as a matter of practice, Patricio Poblete leads the discussion on any NomCom topics relating to content, so as to avoid any potential conflict of interest for the Chair, who is a NomCom appointee.

    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 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.

  7. Update on Bylaws Amendments – At the OEC meeting in April 2021, ICANN org presented a list of pending Bylaw changes for the OEC's tracking purposes and for broader identification of which Board Committee or Board Caucus Group is responsible for shepherding each amendment.

    During the meeting, ICANN org provided a brief update to the OEC on the list of pending Bylaw changes which has been revised, to include additional relevant information, for the OEC's reference. For instance, in relation to Bylaws amendments arising from Board-approved IANA Naming Function Review (IFR) recommendations:

    • there is a pending request from the Registry Stakeholder Group to modify the diversity requirement from ICANN registries for the appointment of the IFR team and this proposed amendment has been incorporated into the list of pending Bylaw changes;
    • ICANN org is also in the process of assessing the language in the IFR sections to allow for more clarity in timeline and process in concluding the IFR; and
    • ICANN org to provide an update to the OEC on status of the IFR-related Bylaws changes in January 2022.
  8. 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 update was provided by the following Board Caucus Group liaison, for which OEC is the sponsoring committee:

    • CCWG – Accountability Work Stream 2 (WS2) Board Caucus Group – The work of the Implementation Team is progressing well, and the Implementation Team will provide an update to the WS2 Board Caucus Group in due course.

The Chair called the meeting to a close.

Published on 6 January 2022