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Structural Improvements Committee (SIC) Meeting - Minutes 13 July 2013

SIC Members: Sébastien Bachollet, Francisco da Silva (Non-Voting Liaison), Bertrand de La Chapelle, Ray Plzak – Chair, and Judith Vazquez

Other Director Attendees: Erika Mann and George Sadowsky

Staff Attendees: Susanna Bennett – Chief Operating Officer, Megan Bishop, Michelle Bright, Larisa Gurnick, Robert Hoggarth, Alice Jansen, Denise Michel, David Olive, Erika Randall, and Amy Stathos

The following is a summary of discussions, decisions, and actions identified:

The Meeting was called to order at 07:35 local time Durban, South Africa.

  1. Agenda: The Chair established the agenda for the meeting and gave an overview of items to be discussed.
  2. Approval of Minutes: The SIC approved the minutes from the 16 May 2013 meeting.
  3. GNSO Review: The SIC engaged in a discussion to consider whether it should open a public comment forum to solicit feedback on making a recommendation to the Board to postpone the review of the GNSO mandated by the ICANN Bylaws, and to establish a new review schedule within the next six months. The Chair presented the rationale for the proposal, noting that there are two substantial review activities (i.e. the ATRT2 and Strategic Planning Process) that have either commenced or are about to commence that will inefficiently divide essential GNSO and other resources if the GNSO review moves forward as currently scheduled. One member of the SIC raised a concern that six months was too short of a timeframe to establish a new review schedule, and staff provided a clarification that if there is a public comment period, the time period would potentially be longer than six months.

    The SIC then approved the recommendation to utilize the public comment process to receive comments from the community to better form its recommendation to the Board that the Bylaws-mandated review of the GNSO be postponed and that a new schedule for the review be established within the next six months.

    • Action:
      • Staff to post recommendation for public comment.
  4. NomCom Review: Staff presented a proposed plan for moving forward with the NomCom review, noting that last December, the SIC recommended that the NomCom review be started earlier than scheduled, in large part due to the changing composition of the GNSO and various other factors. The SIC engaged in a discussion on the scope of the proposed plan for the next NomCom review, proposed to evaluate: (1) composition, balance and size; (2) recruitment and selection; (3) candidate assessment process; and (4) operating procedures. The SIC considered whether the NomCom review was intended to be a limited review of certain elements of the NomCom, or a full review of the NomCom structure, composition and function, and concluded that it should be a full review of the NomCom. The SIC also discussed the BGC's recommendation that the SIC consider concerns raised by the community regarding perceptions of inequalities and dysfunctions on the NomCom, and the appropriate measures needed to address the concerns.

    The SIC further discussed some concerns that launching a NomCom review at a time, when there are many other review processes under way, may be a distraction and that the NomCom review may be better served being part of the overall evaluation of the structure of the organization.  The SIC agreed to communicate to the BGC that the SIC does not consider a full NomCom review appropriate at this time, but has identified two matters that it will recommend the Board address: (1) ethical concerns regarding Board contact with the NomCom about candidates; and (2) potentially postponing the consideration of any changes in the composition of the NomCom until the conclusion of the strategic planning process and any subsequent restructuring of the organization that may occur.

    • Actions:
      • Staff to prepare a draft recommendation by 9 August 2013 for review by the SIC.
      • Staff to draft a response to the BGC reflecting the recommendations the SIC will make to the Board.
  5. Organizational (Bylaws) Reviews: The Chair presented the SIC with a concept paper providing an overview of an organizational audit program. The Chair discussed different types of audits, including outcome audits, structural audits and process element audits, and explained the elements and benefits of each. The Chair presented a general framework for undertaking audits using a phased approach and noted that this proposed approach, if eventually adopted, could replace the current review processes.
    • Actions:
      • SIC to Staff to review the concept paper in more detail in preparation for discussion at the next meeting.