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Minutes | Board Organizational Effectiveness Committee (OEC) Meeting 20 January 2022

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

Other Board Member Attendees: Danko Jevtovic and Manal Ismail

Executive and Staff Attendees: Xavier Calvez (SVP, Planning and Chief Financial Officer), Franco Carrasco (Board Operations Specialist), Samantha Eisner (Deputy General Counsel), Negar Farzinnia (Director, Implementation Operations), Larisa Gurnick (VP, Review Support & Accountability), Laena Rahim (Regional Counsel, APAC), Giovanni Seppia (VP, Implementation Operations), 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 14:00 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.

    In connection with the ongoing action item "Clarity around the Roles and responsibilities for Specific Reviews related to the OEC…", the Chair noted that there is now OEC representation on the Board Caucus Group on the Competition, Consumer Trust & Consumer Choice (CCT) Review through the Chair and Alan Barrett joining as OEC observers.

  3. OEC Work Plan Review – ICANN organization provided a comprehensive update on the OEC Work Plan for 2022, highlighting the relevant projects and upcoming milestones. The Work Plan includes 2021 as a point of reference for the work that was accomplished by the OEC in 2021, which informs the Work Plan for 2022. It provides a quarterly view of activities relating to the OEC's work; and it is a forward-looking tool for the OEC to chart and monitor its upcoming work.

    Based on the specific areas/activities that are highlighted in the OEC Work Plan, the Chair remarked that the OEC will focus and move along on some significant projects/activities over the next coming months (e.g. Holistic Review).

    The OEC commented that, going forward, the OEC Work Plan may require further modification to reflect the OEC's significant participation in the oversight of the work on Evolving ICANN's Multistakeholder Model (which falls under the oversight of the Board Strategic Planning Committee).

  4. Update on the Bylaw Changes in relation to the IANA Naming Function Review (IFR) recommendations – ICANN org presented a draft Board Paper to seek the OEC's recommendation to the Board to initiate the Fundamental Bylaws Amendment Process for the proposed revisions to Article 18 of the Bylaws, in relation to the IFR recommendations.

    The Final Report from the first IFR was submitted to the Board for consideration in April 2021, and on 12 May 2021 the Board accepted the recommendations. Recommendation 3 of the Final Report recommended changes to the Bylaws to remove a duplication within Article 18, Section 12.a. Separately, in 2019 the Registries Stakeholder Group requested an update to the IFR composition requirements to ease the geographic diversity requirements. Additionally, ICANN org identified some areas within the IFR-related Bylaws in Article 18 of the Bylaws that could benefit from clarification for future IFR processes. As the entirety of Article 18 of the Bylaws is subject to the Fundamental Bylaws Amendment Process, all pending changes to Article 18 are proposed together for initiation of the Fundamental Bylaws Process under Article 25, Section 25.2, starting with the posting of the proposed revisions for Public Comment.

    ICANN org explained that initiating the Fundamental Bylaws Amendment Process at this time is appropriate to complete the implementation of the IFR recommendations, and to provide sufficient time for the proposals to be considered, and if appropriate, approved well in advance of the initiation of the next IFR. The first step of the process is for a public comment over the proposed changes in accordance with ICANN's public comment processes. The Board will consider the substance of the proposed changes along with the public comments received. If the Board approves the proposed amendments, the Empowered Community will then have an opportunity to evaluate the proposed amendments for approval. The proposed amendments to Article 18 will only go into effect if supported by the Empowered Community.

    Upon being briefed by ICANN org, some observations and feedback from the OEC include:

    • The OEC suggested that the proposed Bylaws revisions should be further refined to include appropriate rationale(s) and/or source(s) for each proposed Bylaw amendment.
    • The OEC suggested, for consideration, a complementary amendment to Article 19, Section 19.5, which relates to the composition and geographic diversity of the Separation Cross-Community Working Group (SCWG).
      • Action Items:
        • ICANN org to finalize the Board Paper, incorporating the relevant suggestions from the OEC; as well as to prepare an accompanying memo for purposes of the public comment to provide additional rationale for specific changes.
        • In relation to the proposed change to Article 19 of the Bylaws, ICANN org to coordinate communication with the ccNSO and the Registries Stakeholder Group (RySG) to seek their agreement on the proposed next steps.
        • ICANN org to provide a status update on the progress and timelines of work involved on the proposed Bylaws changes to the OEC at its next meeting.
  5. Follow-Up Discussion: Holistic Review  – At the OEC's previous meeting on 19 November 2021, the Chair initiated a discussion on the Holistic Review as recommended by the third Accountability and Transparency Review Team (ATRT3), and whether there are opportunities to clarify the Holistic Review scope while it is being prioritized. The OEC then conducted a brainstorming session on 15 December 2021 to discuss potential approaches to the Holistic Review.

    Following the brainstorming session, ICANN org summarized and circulated to the OEC the key points raised. The Chair, with input from the OEC members, started a draft letter to former ATRT3 members and leaders to seek their involvement and participation towards defining the Terms of Reference (ToR) for the Holistic Review pilot. During the Board's January 2022 workshop, the full Board considered the outcomes of the OEC's brainstorming session and concurred in the sending of a draft letter as well as having a pre-conversation with the letter's intended recipients. ICANN org clarified that, although developing the scope of the Holistic Review pilot is outside the roles and responsibilities of ATRT3 implementation shepherds, their insights on the Holistic Review as former members and leaders of the ATRT3 are valuable for the next steps on this topic.

    Upon a brief review and discussion of the draft letter, the OEC expressed their support and agreement for ICANN org to finalize and circulate the letter in accordance with ICANN's correspondence process.

    • Action Items:
      • In coordination with ICANN org, the Chair to reach out to former ATRT3 members to seek their involvement and participation towards defining the ToR for the Holistic Review pilot.
      • ICANN org to assist the OEC to finalize the correspondence to former ATRT3 members, incorporating the relevant suggestions from the OEC, by end February 2022.
  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.

    The NomCom RIWG's fourth implementation Status Report was submitted to the OEC on 17 December 2021. The Status Report covers several areas of activity over the previous six-month period, including:

    • Conclusion of implementation on Recommendation 10 (Rebalancing of the NomCom) – proposal withdrawn.
    • An update on the final draft charter for the NomCom Standing Committee. NomCom RIWG identified an ongoing Standing Committee role for 19 of the recommendations.
    • Concluding NomCom RIWG implementation work on 25 out of 27 recommendations.

    Upon being briefed by ICANN org on the Status Report, some observations and feedback from the OEC include:

    • In relation to Recommendation 10, given that the NomCom RIWG has withdrawn this proposal, no further work will be carried out. The OEC noted that an agenda item should be included at its future meeting on how to formally "conclude" this recommendation.
    • On the proposed NomCom Standing Committee Charter, ICANN org will forward the revised draft charter to the OEC as soon as it is finalized by the NomCom RIWG.
    • The Chair highlighted that some of the hyperlinks in the Status Report are not accessible. ICANN org will work with the NomCom RIWG to address this issue.
      • Action Item:
        • ICANN org to assist the OEC to formally acknowledge receipt of the NomCom RIWG's Status Report.
  7. Update on the Second Organizational Review of the Root Server System Advisory Committee Review (RSSAC) - The objective of this agenda item is for ICANN org to update the OEC on the status of the ongoing work of the RSSAC on the organizational review.

    The RSSAC submitted its semi-annual implementation update in December 2021:

    • Recommendations 3 and 4 have been implemented.
    • Recommendations 1a and 6a are depending on the progress of the Root Server System Governance Working Group (RSS GWG), whose efforts have been on hold. On this point, ICANN org clarified that the RSS GWG has restarted its work.
    • Progress has been made in the two remaining recommendations (3a and 5) – RSSAC has completed implementation steps and considers the implementation of these recommendations done. However, some work will be ongoing, and it will continue to engage the ICANN community, etc.
      • Action Item:
        • ICANN org to assist the OEC to formally acknowledge receipt of the RSSAC's status report.
  8. Update on the Second Review of the Security, Stability and Resiliency of the DNS (SSR2); and Timing of the Third Review of the Security, Stability and Resiliency of the DNS (SSR3) - ICANN org provided a brief update on the following:

    1. SSR2 Update:

      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, Likely to be Approved (4 recommendations):

      • ICANN org is currently analyzing the responses provided by the SSR2 implementation shepherds on the first set of clarifying questions to determine if there are any other follow-up questions for them.
      • Targeted date for Board action is early March 2022 (subject to change, due to ICANN73).

      Next steps on Pending Recommendations, Likely to be Rejected (6 recommendations):

      • ICANN org is preparing a second set of clarifying questions for the SSR2 implementation shepherds (by end January 2022).
      • Targeted date for Board action is early April 2022.

      Next steps on Pending Recommendations, Seeking Clarity/ Information (24 recommendations):

      • Schedule is currently being mapped out.
      • Separated into three groups:

        1. DNS abuse related – in progress;
        2. those that have dependencies and/or do not require clarification from the SSR2 implementation shepherds; and
        3. those pertaining to recommended new C-Suite role and Risk Management – in progress.
    2. Timing of SSR3:

      The purpose of this agenda item is for the OEC to discuss the timing for the SSR3 in light of the board approved ATRT3 recommendations.

      SSR3 is scheduled to start in March 2022, based on the current timing defined by the Bylaws. However, Board action on ATRT3 recommendation pertaining to the future SSR Reviews impacts the current timing. The Board approved the ATRT3 recommendations, subject to prioritization, recognizing that ICANN community and organization will need time to plan for, and execute those recommendations once prioritized for implementation. Recommendation 3.3 states that: "Given SSR2 will not be finalized prior to ATRT3 completing its work, ATRT3 recommends that SSR Reviews shall be suspended until the next ATRT Review (or any type of review that include current ATRT duties) which shall decide if these should be terminated, amended or kept as is. This review could be re-activated at any time by the ICANN Board should there be a need for this."

      Upon being briefed by ICANN org on the above mentioned issue related to the timing of the SSR3, the OEC engaged in an in-depth discussion to ascertain the appropriate next steps. The OEC agreed to proceed with a recommendation to the Board to defer the SSR3, acknowledging that although the Bylaws state that the SSR Review should be conducted every five years, pursuant to the ATRT3 recommendations, the prudent way forward is to proceed with the community's recommendation to defer the SSR3 Review.

      Additionally, ICANN org highlighted that the Registration Directory Service Review (RDS/WHOIS) will face a similar predicament in October 2022. However, given that the RDS/WHOIS Review is now under the oversight of a different Board committee, the OEC agreed to focus on the SSR3 timing at this juncture; and discuss the next steps/timing of the RDS/WHOIS Review separately.

      The OEC agreed to review the draft Board Paper via e-mail, and to make its recommendation to the Board. Thereafter, it is anticipated that the Board will take action on this issue at its next Board meeting in early March 2022.

      • Action Item:
        • ICANN org to assist the OEC to prepare the relevant documentation to recommend to the Board to defer the SSR3, for the OEC's review and approval.
  9. Any Other Business

    • Proposed OEC meeting cadence for 2022 – On 13 January 2022, ICANN org circulated the OEC Meeting Cadence with all the proposed meeting dates for the period January 2022- March 2023. OEC members to inform ICANN org of any potential issues with the proposed cadence by 21 January 2022.

The Chair called the meeting to a close.

Published on 21 February 2022