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Minutes | Meeting of the Organizational Effectiveness Committee of the Board (OEC) | 31 August 2023

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

Other Board Member Attendee: Danko Jevtovic

Executive and Staff Attendees: Xavier Calvez (SVP, Planning and Chief Financial Officer), Franco Carrasco (Board Operations Manager), Mukesh Chulani (GDD Programs Director), Negar Conrad (Director, Implementation Operations), Samantha Eisner (Deputy General Counsel), Evin Erdogdu (Project Manager, Review Support & Accountability), Larisa Gurnick (VP, Review Support & Accountability), Alice Jensen (Director – Reviews, Implementation Operations), Jason Kean (Project Manager, Review Support & Accountability), Sally Newell-Cohen (SVP, Global Communications), Laena Rahim (Associate General Counsel, APAC), Carlos Reyes (Director, Policy and Strategy), Natalie Shoer (Creative Services Manager), Theresa Swinehart (SVP, Global Domains and Strategy), Russ Weinstein (VP, GDD Accounts and Services) 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.

    ICANN org noted an additional open action item that is not reflected on the list - outstanding correspondence to the RSSAC pertaining to the RSSAC Review. ICANN org is finalizing a draft reply to the RSSAC, for the OEC's review and approval (via e-mail). Thereafter, the OEC will circulate the draft reply to the Board.

    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.

  3. Proposed Internet Service Providers and Connectivity Providers (ISPCP) Constituency Charter Amendments – ICANN org briefed the OEC on the status of the proposed ISPCP 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 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.

    The ISPCP Constituency 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 ISPCP Constituency completed Phase 1 of the Process by voting to amend its charter and informing ICANN org in March 2023 of its request for approval by the Board. Following review of the amended ISPCP Constituency Charter by ICANN org in May 2023, the ICANN Board, via the OEC, directed a Public Comment proceeding on the amended ISPCP charter. ICANN org developed a summary report of the Public Comment submissions, and the ISPCP Constituency addressed this feedback in June 2023, revising the charter as appropriate.

    Prior to the meeting, ICANN org circulated a draft Board Paper to the OEC, for the OEC recommend to the Board to approve the proposed amendments to the ISPCP Constituency Charter in line with the process adopted by the Board in 2013 for the OEC's input and feedback. Having determined that all necessary steps of the Process to this point have been satisfied, the OEC agreed to recommend to the Board to approve the proposed ISPCP Constituency charter amendments for its consideration.

    • Action item:

      • The OEC to forward its recommendation to the Board to approve the ISPCP Constituency charter amendments for its consideration.
  4. Update on Nominating Committee Review (NomCom2) Implementation – next steps in Bylaws Amendments Process – The OEC continued its discussion on this topic. Community submissions to the Public Comment revealed overall support for the Standard ICANN Bylaws amendments and the NomCom Standing Committee charter, and provided suggested edits to the NomCom Standing Committee charter. The submissions raised concerns about the proposed "Unaffiliated" Directors statement and corresponding Fundamental ICANN Bylaws amendment.

    ICANN org presented a draft Board Paper which recommended a bifurcated approach to the ICANN Standard and Fundamental Bylaws Amendment Process:

    • The ICANN Board approves the Standard Bylaws Amendments to Articles 8 and 12 of the ICANN Bylaws, relating to the composition and terms of the NomCom, implementation of the NomCom Standing Committee, and the requested changes to the RSSAC selection process. The Board should also include the first proposed Transition Article (at Article 27) that specifies the timeline for implementation of the new NomCom terms. Those Bylaws will then move forward within the Empowered Community Process;
    • The Board approves the NomCom Standing Committee charter; and
    • The Board defers action on the Fundamental Bylaws Amendment to Article 7, which sets out the proposed requirement for the appointment of "Unaffiliated" Directors to the Board. The "Unaffiliated" Directors statement, as well as the Bylaws amendment putting it into effect, require further Board and likely community discussion before moving forward. Action on the corresponding transition article (at Article 27) should also be deferred.

    ICANN org presented a redline of the NomCom Standing Committee Charter, incorporating several proposed community edits, through input received via Public Comment.

    Upon being briefed by ICANN org, and a review and discussion of the draft Board Paper and the NomCom Standing Committee Charter, the OEC agreed to recommend to the Board to take the actions set out in the Board Paper (incorporating the OEC's suggested modifications).

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

    • Action Items:
      • Draft Board Paper: During the meeting, ICANN org made further revisions to the draft Board Paper based on comments and suggestions from the OEC. Pursuant to the amendments made on the draft Board Paper, the OEC agreed to forward its recommendation to the Board for its consideration.
      • ICANN org to update the NomCom Review Implementation Working Group (NomCom RIWG) leadership.
  5. Update on Specific Reviews (SSR2 and CCT) pending recommendations for Board consideration – Prior to the meeting, ICANN org circulated the refined scorecard and the resulting Board Paper that addresses two of the six CCT, and nine of the ten SSR2 remaining pending recommendations.

    Over the last several months, ICANN org has been evaluating a set of 11 CCT and SSR2 pending recommendations, nine of which relate to DNS abuse and two to Contractual Compliance. Multiple discussions were held with the DNS Abuse Board Caucus, the CCT Board Caucus and SSR2 Board Caucus to inform the OEC decision on the proposed Board action

    The OEC previously agreed on a proposed action on ten CCT and SSR2 pending recommendations during its 24 July 2023 meeting.

    During this meeting, the OEC considered the final recommendation, SSR2 Recommendation 12.3, which the Board Caucuses agreed to reject on 28 July 2023. SSR2 Recommendation 12.3 relates to DNS abuse and calls for ICANN org to publish reports that identify registries and registrars whose domains most contribute to abuse. ICANN org should include machine-readable formats of the data, in addition to the graphical data in current reports, ICANN org's assessment noted that this recommendation goes beyond ICANN's remit, that careful considerations are required to distinguish between reported cases of DNS abuse and evidenced cases of DNS abuse, that prior engagement with the community could be helpful in designing a procedure that supports positive outcomes, and that successful implementation and effectiveness measures for this Recommendation imply additional actions. The OEC confirmed alignment with the Caucuses' proposed way forward on Recommendation 12.3 and considered the set of recommendations put forward for Board consideration:

    SSR2 pending recommendations:

    • Recommendation 12.3
    • Recommendations 9.2, 9.3, 12.1, 12.2, 12.3, 12.4, 13.1, 13.2, 14.2

    CCT recommendations:

    • Recommendations 14 and 15

    Some observations and feedback received during the meeting in connection with this topic include:

    • In relation to SSR2 Recommendation 12.3, responding to a query from the OEC, ICANN org explained that third party entities (e.g., the DNS Abuse Institute) provide reporting by registry and registrar in some cases, but does not meet all the success criteria proposed. The OEC noted that the environment has evolved over the years since the SSR2 recommendations were made.
    • Pursuant to input and feedback received from the OEC, ICANN org has modified the scorecard to strengthen the notion that the working baseline definition of DNS abuse is limited to what is within ICANN's mission.

    The OEC agreed to recommend to the Board to take action on two of the six CCT, and on nine of the ten SSR2 pending recommendations, more specifically to approve one recommendation as fully implemented and reject ten recommendations, as documented in the Board Paper and September 2023 Scorecard.

    • Action Item:

      • The OEC to forward its recommendation to the Board for its consideration.
  6. Charter for Board Caucus Group on CCWG-Accountability Work Stream 2 (WS2) - The charter was circulated for OEC review in July 2023. The final version of the charter incorporated an edit suggested by the Board Caucus Group on CCWG-Accountability WS2.

    The OEC, as the sponsoring committee for the Board Caucus Group on CCWG-Accountability WS2, has reviewed and approved the Board Caucus Group on CCWG-Accountability WS2 charter for submission to the Board Governance Committee (BGC) for its further action.

    • Action Item:
      • ICANN org to assist the OEC to circulate Board Caucus Group on CCWG-Accountability WS2 charter to the BGC for its review and recommendation to the Board.
  7. Update on Pilot Holistic Review Revised Draft Terms of Reference (ToR) - The OEC continued its discussion on this topic.

    The ToR Development Team held a public informational webinar on 21 August 2023 to discuss the revisions in their approach in response to public comments. There was good participation across the SO/ACs. Overall, the participants recognized and appreciated that the ToR Development Team heard and addressed their concerns. The most notable comment was supportive of the ToR Development Team's approach to address concerns about a lack of independent examination in the Holistic Review. In its approach, the ToR Development Team changed the primary inputs to the Holistic Review's evaluation from a system developed by the PHR, to the outputs of the individual community group's Continuous Improvement Program efforts.

    Next Steps:

    • Update to the Board: OEC to present an update on the Pilot Holistic Review Revised Draft ToR to the Board on 9 September during its Istanbul workshop and recommend the opening of a Public Comment proceeding on the document.
    • Public Comment proceeding: ICANN org to confirm opening date for proceeding and make necessary preparations.

    Tentative timeline:

    • Public Comment opening date: 25 September 2023
    • Public Comment closing date: 27 November 2023
    • Duration: 56 days
    • Staff Report (Analysis): 11 December 2023

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

  8. Update on Continuous Improvement Program – ICANN org provided an update on this topic.

    ATRT3 Recommendation 3.6 calls for Organizational Reviews to be evolved into a Continuous Improvement Program (CIP). ICANN org is to work with each SO/AC/NomCom to establish a CIP. The initial development phase, CIP Framework Development, is estimated to take up to 18 months, concluding by December 2024.

    ICANN org has conducted initial research to help provide options to the community for their consideration to develop the CIP framework, including research into different approaches and models that fit the ICANN context. This includes an approach based on overarching principles for the community that are in the spirit of the ICANN mission, bylaws, and objectives of the Organizational Reviews balanced with criteria that are specific to each community structure. Once an approach is chosen, the next step would be to engage across the community to identify criteria and indicators.

    ICANN org is proposing a lightweight CIP Community Coordination Group (CIP-CCG) structure to:

    • Serve as a forum to exchange best practices, lessons learned, and share information related to already existing community continuous improvement activities;
    • Develop a CIP Framework and principles benefiting from a uniform, community-wide approach; and
    • Also identify specific criteria to each individual community structure.

    In terms of next steps, ICANN org will engage community leaders and invite them to appoint representatives to the CIP Community Coordination Group; and an initial meeting of the group will be held after ICANN78.

  9. Discussion on OEC Communication – ICANN org presented a communications plan for the OEC, to improve the community's understanding of the purpose and importance of the OEC The OEC has oversight responsibility for Organizational and Specific Reviews, which are critical to maintaining a healthy multistakeholder model. Currently, there is low awareness of the work of the OEC or its impact on ICANN's accountability in the community. With several review-related activities planned for the coming months, now is an ideal time to communicate.

    The objective of the proposed communications plans is to increase awareness and understanding of reviews, and therefore the importance of the Board committee that provide oversight. ICANN org's recommended approach include the following:

    • Development of a reviews narrative.
    • Series of blog posts:
      • What is the OEC and why is it important to ICANN's accountability?
      • Describe Specific and Organizational Reviews
      • Update on the Pilot Holistic Review
      • Explain how CEO Goal 11 relates to OEC work
    • Social media amplification

      The OEC commented that in addition to blog posts, another approach to consider is to increase awareness of the work of the OEC via ICANN Learn. Going forward, the OEC and ICANN org will schedule a brainstorming session to discuss this topic.

The Chair called the meeting to a close.

Published on 9 November 2023