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Minutes | Meeting of the Organizational Effectiveness Committee of the Board (OEC) | 8 December 2022

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

Executive and Staff Attendees: Xavier Calvez (SVP, Planning and Chief Financial Officer), Franco Carrasco (Board Operations Manager), Steve Conte (Senior Director, IROS Operations), Samantha Eisner (Deputy General Counsel), Evin Erdogdu (Project Manager, Review Support & Accountability), Negar Farzinnia (Director, Implementation Operations), Larisa Gurnick (VP, Review Support & Accountability), John Jeffrey (General Counsel and Secretary), Jason Kean (Project Manager, Review Support & Accountability), Giovanni Seppia (VP, Implementation Operations) and Theresa Swinehart (SVP, Global Domains and Strategy).

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

The Meeting was called to order at 19:00 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 – 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.

  3. Update on the Nominating Committee Review Implementation Working Group (NomCom RIWG) – At the previous OEC meeting in November 2022, ICANN org provided an update on the NomCom RIWG's fifth and Final Implementation Status Report, which was completed and approved by the NomCom RIWG's Co-Chairs on 30 June 2022, and submitted to the OEC in August 2022. The objective of this agenda item is for the OEC to discuss its recommendation to the Board for resolution to initiate Bylaws Amendment Process, including a Public Comment proceeding with the draft NomCom Standing Committee Charter and principles informing the "Unaffiliated" Director definition (Recommendation 27).

    ICANN org presented a draft Board paper for the OEC to make its recommendation to the Board. The proposed ICANN Board action is anticipated to include four components:

    • Accept the Final Implementation Report of the Second Organizational Review of the Nominating Committee (NomCom2).
    • Initiate a Standard and Fundamental ICANN Bylaws Amendment Process for the implementation of four NomCom2 recommendations (7, 9, 24, and 27) which relate to the ICANN Board of Directors, NomCom members, and implementation of the NomCom Standing Committee.
    • Direct ICANN org to include the draft NomCom Standing Committee Charter in the Public Comment proceeding, to allow the ICANN community an opportunity to express their views on the proposed charter that will have implications for ICANN's governance.
    • Acknowledge that the recommendation to rebalance the NomCom is not feasible at this time due to various dependencies, and that ICANN org should monitor the related work that could have implications on the rebalancing of the NomCom.

    Provided that the OEC proceeds with the anticipated action at its next meeting in January 2023, the Board would take up this action at their February 2023 Board meeting. Then, the related Public Comment proceeding would open.

    Upon being briefed by ICANN org, the OEC Chair shared some suggested edits/comments to the draft NomCom Standing Committee Charter. The OEC discussed, and agreed that the proposed edits should be shared with the NomCom RIWG before the Public Comment opens; and for ICANN org to liaise with the NomCom RIWG in relation to the NomCom RIWG's preferred approach towards addressing and incorporating the OEC's edits/comments. The OEC noted that substantive comments will be received during the Public Comment proceeding.

    In relation to Recommendation 10 (Rebalancing the NomCom), the NomCom RIWG has withdrawn its proposal for implementation as significantly more time needs to be devoted to this issue at a broader community level to address the representational issues raised by this recommendation. This recommendation will not be implemented by the NomCom RIWG. This recommendation is connected to the Pilot Holistic Review and the Pilot Continuous Improvement Program, resulting from the Board approved ATRT3 recommendations. The OEC discussed the need for a more proactive way to address Recommendation 10 (Rebalancing the NomCom).

    In relation to Recommendation 27 ("Unaffiliated" Director), ICANN org noted that further information would be forthcoming on the revised "Unaffiliated" Directors' principles, the draft Bylaws transition articles that would dictate how this obligation could come into effect, as well as the proposed ICANN Bylaws amendments.

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

    • Action Items:

      • ICANN org to finalize the Board paper, incorporating the relevant suggestions from the OEC.
      • Based on the OEC discussion during the meeting, ICANN org to assist the OEC to formulate comments/input in relation to the draft NomCom Standing Committee Charter, prior to Public Comment period. ICANN org to assist the OEC to circulate such comments/input to the NomCom RIWG.
      • ICANN org to formulate some proposals for the OEC's consideration, to address Recommendation 10 (Rebalancing the NomCom).

  4. Update on the Pilot Holistic Review Draft Terms of Reference (ToR) Public Comment Proceeding – The OEC continued its discussion on this topic.

    The Public Comment proceeding opened on 30 August 2022 and closed on 10 November 2022, which sought input on the Draft ToR to be used by the Pilot Holistic Review Team. ICANN org provided a brief summary of the Staff Report on the Public Comment proceeding for the Pilot Holistic Review Draft ToR Public Comment submissions (which will be published on 12 December 2022), and provided an overview of the comments received:

    Summary of 12 comments received (Section 3):

    • Twelve comments received. Three submissions stated support for the Pilot Holistic Review Draft ToR as written with some still noting the need for clarifications.
    • Nine submissions stated opposition with the Pilot Holistic Review Draft ToR as written and/or raised concerns with the ToR as written.

    Analysis of comments (Section 4):

    • The submissions were wide ranging from support to concerns over the Draft ToR, with many containing the following themes:

      • Concern over the clarity of the Holistic Review's scope
      • Concern over the lack of identified dependencies
      • Concern over the lack of independent examination within the Holistic Review
      • Concern over the community's ability to support the Pilot Holistic Review work

    Note: Previous Public Comments raised some similar concerns

    • A further analysis of previous Public Comments on ATRT3's Final Report suggests that the earlier concerns persist about the purpose, intent, and approach of the Holistic Review and other substantial changes to Specific and Organizational Reviews.

    To determine the next steps forward, and as part of its review of the Public Comment process, the OEC agreed to continue working as a small group on this topic and to further analyze the public comments received.

    The OEC will engage in further discussions on this topic to gain further clarity and to review the concerns raised by the community, as the comments received demonstrate that there may be some confusion in terms of the community's understanding of the draft ToR for the Pilot Holistic Review (connecting the different aspects of the Pilot Holistic Review, the ATRT3 recommendations, and the Bylaws amendments). The OEC agreed that it is essential to communicate clearly with the community and to engage in a discussion with the Board on this topic.

    The OEC will continue its discussion on this topic at its future meetings, and ICANN org will continue to support the OEC as needed.

    • Action Item:

      • The OEC small group will continue its discussion on this topic and thereafter inform the Board on its observations from the Public Comment. ICANN org to provide support to the OEC in preparing for its briefing to the Board in due course.

  5. Discussion and Review of the OEC Charter – ICANN org provided a brief history of the OEC Charter, and a comprehensive overview of the work and responsibilities of the OEC under its charter:

    Timeline of evolution of the OEC Charter:

    2009 Structural Improvements Committee was formed (empowered to oversee the Bylaws-mandated reviews focused only on Organizational Reviews.
    2015 Renamed – Organizational Effectiveness Committee
    February 2017 Added in OEC responsibility to oversee Specific Reviews after 2016 inclusion in Bylaws
    November 2017 Changes to common text to meet global modifications made by the Board Governance Committee, including Succession Plan requirements.
    2019 Added in IANA Naming Function Review to its scope/responsibilities.

    ICANN org elaborated that the OEC Charter Purpose has evolved from its original charter in 2009 which states: "ICANN Board is responsible for review and oversight of policies relating to ICANN's ongoing organizational review process, as mandated by Article IV, Section 4 (Periodic Review of ICANN Structure and Operations) of ICANN's Bylaws".

    Presently, the OEC Charter Purpose states: "The OEC…is responsible for the following areas related to Organizational and Specific Reviews: (1) The review and oversight of all organizational reviews mandate by Article 4, Section 4.4 of ICANN's Bylaws… (Organizational Reviews), which are aimed at enhancing ICANN's overall effectiveness, and achieving specific organizational objectives, structural relevance and effectiveness. (2) The review and oversight of all Specific Reviews mandated by Section 4.6 of ICANN Bylaws…".

    The current text (added in 2015, the only change is addition of the words "Organizational and Specific") states: "The OEC shall use the Organizational and Specific Reviews to help assess whether ICANN has made progress in achieving key organizational objectives and commitments and whether its organizational structure is effective and relevant to its mission. The OEC shall issue recommendations towards enhancing ICANN's overall organizational effectiveness."

    ICANN org clarified that the concept of "organizational" as used in the OEC charter does not equate with the concept of "ICANN organization" that is being used in the ICANN context today. Therefore, as the OEC continues its discussion on the evolution of the OEC charter, the OEC may wish to consider if there is a different way to express the same concept.

    The OEC Chair reiterated that the OEC is expected to review its charter annually. The OEC will discuss this topic at its future meetings.

  6. Review of New Action Items – ICANN org recapped the new action items arising from the OEC's present meeting.

The Chair called the meeting to a close.

Published on 18 January 2023