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Minutes | Organizational Effectiveness Committee (OEC) Meeting

OEC Attendees: Rinalia Abdul Rahim – Chair, Lito Ibarra, Markus Kummer and George Sadowsky

Other Board Member Attendee: Chris Disspain

Executive and Staff Attendees: Xavier Calvez, Samantha Eisner, Larisa Gurnick, Lars Hoffmann, Rob Hoggarth, Margie Milam, Wendy Profit, Charla Shambley and Theresa Swinehart


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

The Meeting was called to order at 4:15 p.m. local time in Geneva, Switzerland.

  1. Agenda – The Chair established the agenda for the meeting and gave an overview of items to be discussed.

  2. Approval of Reports

    1. Preliminary Reports: The Chair noted that the Preliminary Reports from the OEC meetings of 26 January, 2 February and 12 March 2017 were approved by the OEC via email on 4 May 2017. Preliminary Report from the OEC meeting on 25 April 2017 is currently being drafted.

    2. Semi-annual Activity Report: The Chair noted that this report is not due yet.

      The Chair apprised the OEC members that the Chair and ICANN Org are in the process of formulating a new agenda format that will reflect, in a holistic manner, the OEC's ongoing scope of topics and the existing gaps, to assist the OEC to keep track of ongoing activities. The agenda template will be shared with the rest of the OEC members in due course.

  3. Ongoing Review Update: Root Server System Advisory Committee (RSSAC) Review – The OEC was briefed on the scope of work, selection criteria for the independent examiner and the review criteria to be published in a Request for Proposal (RFP) for the RSSAC Review.

    The OEC previously initiated a broader conversation about the methodology that ICANN uses for its assessment of independent reviewers for Organizational Reviews, with the aim of providing some guidance to ICANN Org on ways to improve the current selection process, including the scoring methodology and independence/objectivity considerations. Based on guidance and feedback provided by the OEC to ICANN Org on ways to improve the current selection process, the initial percentage weights have been changed for final evaluation, in line with OEC's feedback.

    The discussion highlighted some of the OEC's concerns, including:

    • The OEC queried ICANN Org on how a potential conflict of interest is considered, focusing on the need for independence. ICANN Org responded that those currently working for a root server operator would likely not be appropriate to serve as part of the independent examiner team based on considerations of independence from the entity under review.

    • In relation to the scoring methodology, the OEC advised ICANN Org to identify certain "gating elements" in the scoring and evaluation of the applicants, e.g. conflict of interest, lack of independence of independent examiners.

    • The OEC reiterated that it has an obligation to ensure that independent examiners are well-suited for the designated purpose. The OEC emphasized the need to have entities who will provide good advice when conducting the reviews, instead of having "professional examiners" who will potentially "template" the reviews.

      • Action Items:

        • In order to assist the OEC with its review of the scorecard template for the selection of independent examiners, ICANN Org to determine the "gating elements" that will be factored into the evaluation of RFPs, and communicate the same to the OEC.

        • The OEC will assess the revised scorecard template with its modified weightage and criteria; and provide feedback to ICANN Org via email within a week from this meeting.

  4. Ongoing Review Update: Nominating Committee (NomCom) Review - The OEC was provided with a comprehensive update on the NomCom Review.

    The Request for Proposal (RFP) for an independent examiner was launched on 19 January 2017 and closed on 17 February 2017. The NomCom Review is scheduled to take place from June 2017 through June 2018. The NomCom Review Working Party has been assembled and has provided input into the selection criteria for the independent examiner, the scope of review as well as the criteria to be used in conducting the NomCom Review.

    ICANN Org informed the OEC that the framework for separating the review into two parts – Assessment and Recommendations (see Item 5 below), will be piloted during this Review.

    Having incorporated the OEC's feedback on the scorecard, ICANN Org completed its evaluation and requested the OEC to confirm the selection of the finalist to serve as the independent examiner for the NomCom Review. ICANN Org presented an overview of the applications received, as well as the key selection criteria employed for the scorecard.

    ICANN Org noted that the extensive dialogue with the OEC surrounding the issue of process and selection criteria for an independent reviewer has uncovered other areas/factors that have been identified for consideration by ICANN Org, and there is a need to ascertain whether a different approach would be appropriate to identify independent examiners in the future. For instance, going forward, ICANN Org to consider:

    • whether it would be beneficial to identify an entity that would be consistently employed for a period of time, with that entity having expertise around different skill sets; or

    • whether it would be more advantageous to expand the pool of independent reviewers based on explicit requirements i.e. the specific review that is needed, and what skills sets are essential in relation to that specific review; or

    • whether it would be useful to utilize the same independent reviewers on a regular basis without expanding the pool.

    Pursuant to the in-depth discussion on this topic, and upon reviewing the evaluation process, the Chair affirmed that ICANN Org has adhered to the prescribed process and selection criteria.

    The OEC approved the selection of the independent examiner, with George Sadowsky abstaining.

    • Action Item:

      • The OEC requested ICANN Org to conduct an in-depth analysis of the RFP review process for the various reviews conducted to extract the lessons learnt, that would significantly assist ICANN Org in improving the RFP process. ICANN Org to inform the OEC at the next meeting as to a suitable time for it to share the results of its assessment with the OEC.

  5. Organizational Review Process – The OEC continued its discussion on the proposed two-phase approach and ICANN Org presented to the OEC a framework for separating the review into two parts – Assessment and Recommendations – for the OEC's approval.

    The proposed two phases would include:

    • Phase 1: The independent examiner (IE) conducts an assessment and identifies the problem statement. The Review Working Party (RWP) will provide input on the assessment and the IE will issue an Assessment Report.

    • Phase 2: ICANN Org will support a public consultation on the Assessment Report, including webinars and other outreach efforts to obtain feedback from the community. Thereafter, the IE will update the Assessment Report based on feedback received, and provide recommendations to address the issues that arose during Phase 1.

    ICANN Org informed the OEC that it intends to pilot this new approach with the NomCom Review and the RSSAC Review.

    The OEC approved the two-phase approach to be implemented for the Organizational Review process.

  6. Charter Amendments: GNSO Business Constituency and General Overview – The OEC oversees the review of constituent body charters, which requires the OEC's endorsement and recommendation to the Board. Previously, the OEC received an update on the community charter amendment process, an overview of upcoming charter amendments in 2017, and the proposed amendments to the Business Constituency Charter as well as a status update on public comments to date.

    At this meeting, ICANN Org provided an update on the Charter Amendments and a summary of public comments. The GNSO Business Constituency (BC) has completed Phase 1 of the formal ICANN Board Process for approval of community charter amendments and voted to amend its governing Charter documentation. In addition, as part of its Phase II Board Process responsibilities, ICANN Org has assessed the charter changes and determined that the proposals do not present any direct fiscal or liability concerns to the ICANN organization.

    In addition to the summary report, ICANN Org has also introduced an innovation – a checklist document – to consolidate the community's recommendations and comments, document them and assess whether they have been resolved and how they have been handled and tracked, in order to be transparent and provide a roadmap to the community leadership. The Public Comment on the proposed charter amendment was opened on 6 January and closed on 15 February.

    The OEC queried ICANN Org on whether the charter amendments would increase the barriers to entry of people who are interested to join the group. ICANN Org confirmed that the charter amendments appeared to narrow their membership eligibility as it reduces the percentage of revenue that an entity can derive as a registry operator, registrar or domain name reseller and still remain eligible for BC membership. Responding to another query from the OEC, ICANN Org noted that the charter amendments do not impact or increase the scope/power of the current leadership of the group.

    The OEC considered the Charter Amendments and agreed to recommend to the Board that the changes be approved.

  7. Specific Reviews: Caucus Group Formation Update – At the previous OEC meeting, the OEC recommended that board caucus groups be formed to support the Review Team on Competition, Consumer Choice and Trust in New gTLDs (CCT Review Team) and the Second Review Team on Security, Stability and Resiliency (SSR2 Review Team).

    Having completed the consultation with Board leadership, a decision was made to proceed with formation of Board Caucus Groups for Review Teams with the OEC's oversight.

    Some discussions during the meeting in connection with the framework of the Board Caucus Group include:

    • Suggested OEC Role & Framework: ICANN Org recommended that a caucus group be formed with six volunteer members. ICANN Org would be supported by the MSSI team, in coordination with Board Operations team as well as the relevant subject matter experts. The OEC's role is to coordinate and ensure that the process of Specific Reviews is adhered to. The Chair shared the Board leadership's concern i.e. whether it is manageable for the board to have multiple board caucus groups. While the Board recommended that board caucus group should consist of 4-6 board members, the OEC decided on 4-5 board members for each board caucus group, depending upon the level of expertise required in each particular group. If other board members are interested to participate, they would be designated as observers. Also, the Chair reiterated that OEC members may volunteer as a member of a board caucus group.

    • Suggested mandate for CCT Review Board Caucus Group: ICANN Org suggested that the board caucus group provide verbal input at the CCT Review Team's face-to-face meeting at ICANN59; and communicate its final input on the draft Final Report to the CCT Review Team after ICANN59.

    • Suggested mandate for SSR2 Review Board Caucus Group: Given that the SSR2 Review Team has only recently started working on their terms of reference, ICANN Org recommended that the objective of the board caucus group would be largely to provide support to the Board Liaison, as well as providing input on the draft Final Report in due course.

      • Action Item:

        • ICANN Org to