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Minutes | Meeting of the Organizational Effectiveness Committee of the Board (OEC) | 18 April 2023

OEC Attendees: Katrina Sataki – Chair, Alan Barrett, Maarten Botterman, 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), Laena Rahim (Regional Counsel, APAC), Carlos Reyes (Director, Policy and Strategy), Giovanni Seppia (VP, Implementation Operations), 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 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.

    Several action items arising from the Board Governance Committee's (BGC) questionnaire to the OEC have been incorporated into the "Open Action Items" list. In relation to the action item "the OEC (in coordination with BGC) to run a pilot project that could be replicated by other Committees and Working Groups to ensure that a Board Committee's work plan is aligned with the strategic plan and priorities identified and set by the Board", the Chair noted that this pilot project will need to be carried out in coordination with the Board Strategic Planning Committee.

    Responding to a query from the Chair, ICANN org clarified that the OEC may provide its response to the BGC's questionnaire by inserting the OEC's remarks/comments in the spreadsheet which ICANN org circulated to the OEC previously.

    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 beyond September 2023. ICANN org will continue to refine the document and present it to the OEC at each of its future meetings.

  3. Discussion on the RSSAC Correspondence pertaining to the RSSAC2 Review – The Root Server System Advisory Committee (RSSAC) sent correspondence to the OEC Chair regarding the requested progress update related to the work of the Root Server System Governance Working Group (RSS GWG). The RSSAC stated that it is appropriate for the RSS GWG to issue an update, instead of the RSSAC, in relation to the Board's request for the RSSAC to provide periodic updates on progress towards completing implementation for two recommendations from the RSSAC2 Review, for which the RSSAC has reported that work is dependent on the RSS GWG, starting within six months from the Board action in September 2022. The RSSAC will continue to monitor RSS GWG's progress related to the RSSAC2 Review.

    The OEC and ICANN org discussed and agreed that the work of the RSS GWG is fairly unique and it is important to ensure that there is a convergence of conversations between the RSS GWG and the RSSAC to ensure that the dependency between the two groups are clearly identified. ICANN org reiterated that the relevant processes have been implemented for the work of the RSS GWG, in collaboration with ICANN org.

    Action Item:

    • ICANN org to assist the OEC to prepare a draft reply to the RSSAC, incorporating the relevant comments and suggestions from the OEC, for the OEC's review and approval (via e-mail). Thereafter, the OEC will circulate the draft reply to the Board.

  4. Proposed ISPCP Charter Amendments – ICANN org briefed the OEC on the status of the proposed Internet Service Providers and Connectivity Providers Constituency (ISPCP) charter amendments. The ISPCP 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, Work Stream 2 Recommendation 6, and the ICANN Bylaws. Some specific amendments include updated organizational structure while bringing charter in conformity with ICANN formatting; clarified mission and participation principles; clarified areas of governance; updated definition of membership eligibility; and methods to determine eligibility, etc.

    The ISPCP completed Phase 1 of the process by voting to amend its charter and informing ICANN org on 11 March 2023 that the proposed charter amendments are ready for OEC review and public comment on their amendments. As part of its Phase 2 responsibilities, ICANN org conducted a review of the amended charter, examined the language, form, and structure of the document, and assessed any potential fiscal or liability concerns. ICANN org provided feedback to the ISPCP, and the ISPCP addressed all issues.

    Upon being briefed by ICANN org on the charter amendment process and the next steps involved, the OEC approved the publication of the amended ISPCP charter for Public Comment to begin Phase 3 of the Process for Amending GNSO Stakeholder Group and Constituency Charters, and for such proceeding to commence at an appropriate time.

    Action Items:

    • The OEC to inform the Board about the proposed amendments to the ISPCP charter prior to the public comment proceeding; and

    • ICANN org to initiate a public comment proceeding for the amended ISPCP charter at an appropriate time.

  5. Discussion on the Pilot Holistic Review – The OEC continued its discussion on this topic. At its previous meeting in February 2023, the OEC agreed to reach out to the ATRT3 (co-Chairs and Review Team members) and to present the path forward to the Board.

    In March 2023 at ICANN76 in Cancun, Mexico the OEC provided a brief update to the Board and engaged with the ToR Team on how to address the public comments received, and presented a proposal to publish a revised ToR for a public comment proceeding.

    The ToR Team has convened several meetings since ICANN76 and it has agreed to analyze to what extent the revised ToR addresses the community concerns, and also discussed plans to engage the community directly to address concerns and misunderstandings before going to public comment. In parallel, a discussion was also held by the ToR Team about reaching out to the SO/AC leadership with a short list of questions to gauge support for next steps. The ToR Team's next meeting will be held on 20 April 2023.

    The OEC noted that there will be a 90-minute session on the Pilot Holistic Review at an upcoming Board Workshop and agreed that the session should be used to discuss beyond the Pilot Holistic Review. The session will also be used to update the Board on other matters (e.g., ATRT3 Recommendation 3.5 (the broader framing of the Holistic Review) and ATRT3 Recommendation 3.6 (Evolve Organizational Reviews into a Continuous Improvement Programs)).

    ICANN org informed the OEC that the recent discussion with the ToR Team provided a valuable opportunity to re-examine the role of the ToR Team. The initial role of the ToR Team was to work collaboratively to develop the ToR for the Pilot Holistic Review. The OEC will review the input received and will in turn inform the Board on the conclusions of this public comment proceeding, and will lead the discussion on next steps for the Pilot Holistic Review Draft ToR. With that in mind, ICANN org presented to the OEC, and the OEC agreed with, the broadly outlined roles and responsibilities which are fitting for the next steps with the Pilot Holistic Review.

    The OEC will continue its discussion on the progress of the work of the ToR Team and a consideration of a way forward with the Pilot Holistic Review and the Continuous Improvement Plan at its future meetings.

  6. Update on the Lifecycle of Reviews – ICANN org provided an overview of the progress of the Lifecycle of Reviews Project.

    ICANN org has compiled identified problems and proposed improvements to the ICANN review program as articulated by the community, Board and ICANN org over the past five years, which manifested into a Thought Paper outlining the current state of the reviews process and providing an overview of potential improvements. The Thought Paper will serve as a means for highlighting the existing problem areas and introducing targeted improvements. Discussion on the Thought Paper will allow for reflection on some of the challenges faced in relation to the implementation of certain recommendations and many other operational matters.

    ICANN has committed significant resources to Specific Reviews and over the course of several review cycles, problems have emerged that are preventing reviews from effectively fulfilling their purpose.

    The conversation with the community will help refocus on the ultimate objective of ensuring ICANN's commitment to accountability, and assessing how certain aspects of the ICANN ecosystem are performing, including how ICANN org, Board and the community fulfil various commitments. ICANN org is currently developing an engagement plan (e.g., a blog containing link to the Thought Paper; engagement sessions around improvement areas) for the release of the Thought Paper.

    Action Items:

    • The OEC is supportive of the Thought Paper and it will provide an update to the Board during the upcoming Board Workshop.

    • ICANN org to share the Thought Paper with the OEC after the meeting.

  7. Nominating Committee Review (NomCom2) Implementation Update – Engagement Proposal on Rebalancing the NomCom – The purpose of this agenda item is for the OEC to discuss its draft correspondence to facilitate the Board's engagement with the community on the topic of the NomCom rebalancing.

    The Board took action in March 2023 to initiate the Bylaws amendment process and various other steps related to the implementation of certain recommendations arising from the NomCom2 Review. In relation to the NomCom RIWG's proposal for rebalancing, the OEC and the Board agreed that more conversation and community engagement is necessary. ICANN org and the Chair have been working on a draft correspondence to be shared with the SO/AC leadership in April 2023 to request their feedback by the end of May 2023, to enable the OEC to consider feedback in advance of the ICANN77 Policy Forum. The feedback received will be analyzed to inform next steps.

    The OEC commented that a fundamental question to pose to the community is that currently there is no definition or criteria of a "balanced" NomCom and thus there is difficulty in proposing a rebalancing of the NomCom. The community's feedback and suggestions on the criteria to be applied for a "balanced" NomCom would be useful.

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

    Action Item:

    • ICANN org to share the draft letter with the OEC to enable the OEC members to provide their comments/suggested edits before sending out the letter to the SO/AC leadership.

  8. Review of New Action Items – The Chair recapped the new action items arising from the OEC's present meeting.

  9. Any Other Business–

    • Rescheduling of OEC meetings in May and July 2023 – ICANN org notified the OEC that the OEC meetings on 17 May and 26 July will be rescheduled. Proposed time slots will be circulated to the OEC within the next couple of days.

The Chair called the meeting to a close.

Published on 5 June 2023