Minutes | Organizational Effectiveness Committee (OEC) Meeting
OEC Attendees: Rinalia Abdul Rahim – Chair, Lito Ibarra, Khaled Koubaa, Markus Kummer and George Sadowsky
Other Board Member Attendees: Becky Burr, Cherine Chalaby and Chris Disspain
Observers: Avri Doria, Leon Sanchez and Matthew Shears
Executive and Staff Attendees: Samantha Eisner, Negar Farzinia, Larisa Gurnick, Lars Hoffmann, Laena Rahim, Benedetta Rossi, Lisa Saulino and Theresa Swinehart
The following is a summary of discussions, decisions, and actions identified:
The Meeting was called to order at 12:30 p.m. local time in Abu Dhabi, United Arab Emirates.
Agenda – The Chair established the agenda for the meeting and gave an overview of items to be discussed.
Approval of Reports –
Preliminary Reports: The OEC approved the minutes of its 12 September, 21 September (Sessions 1 and 2) and 2 October 2017 meetings.
Open Action Items: An updated list of Open Action Items was presented to the OEC. The Chair noted that the open action items list is a tool to enable the OEC to track ICANN's progress towards completing the action items identified in previous meetings. With no questions raised by other OEC members on items on the list, the Chair proceeded to the next agenda item.
Semi-annual Activity Report: The Chair noted that this report is not due yet.
Overview of the OEC's Mandate and Charter Review – This item is on the agenda in order for OEC members to be well-versed in the OEC Charter, especially for the benefit of incoming OEC members. In addition, the OEC is responsible for performing a review of its charter on an annual basis. As part of its Charter review, the OEC considered the elements listed within its Charter, which is available at: https://www.icann.org/resources/pages/charter-oec-2017-05-11-en.
The Board approved amendments to the OEC Charter in March 2017. The OEC is responsible for:
- The review and oversight of all Organizational Reviews;
- The review and oversight of all Specific Reviews;
- The review and oversight of policies, processes and procedures relating to the Organizational and Specific Reviews; and
- The development and maintenance of a Review Framework, which is subject to Board approval that encapsulates the policies, processes and procedures applicable to the conduct of the Reviews.
Proposed Work Plan (Jan-Dec 2018) – The proposed OEC Work Plan for 2018 was presented to the OEC for its consideration.
The OEC approved the Work Plan for 2018, with the addition of "Impact assessment of reviews" as a task under the "Holistic Assessment of ICANN Structures", based on review-related activities and milestones.
- Given that the work program for the OEC has increased, the OEC to consider extending the duration of its meetings in the future, and implementing regularly scheduled monthly calls in addition to face-to-face meetings.
- ICANN organization to include "Impact assessment of reviews" as a task under the "Holistic Assessment of ICANN Structures". This would be a preliminary step to be taken by the OEC prior to the OEC and subsequently the Board in considering whether to carry out a holistic review of ICANN. It is anticipated that the OEC would initiate the impact assessment of reviews during Q3-Q4 of FY18.
Security, Stability and Resiliency of the DNS Review (SSR2) – Preparation for SO/AC Chairs Discussion – By way of background, the SSAC sent a letter to the Board on 3 October 2017, regarding the SSR2 Review and submitted advice to the Board on 4 October 2017 on the same topic.
The SSAC noted concerns that the SSR2 Review Team effort may not succeed, bringing a consequential loss of credibility in the accountability processes of ICANN and its community. The SSAC is of the view that the existing composition, structure and processes of the SSR2 Review Team lack the necessary effectiveness to achieve the desired results. The SSAC recommends that the Board and the community take immediate action to halt the SSR2 Review and produce a detailed plan before resuming work.
The OEC plans to meet with the SO/AC Chairs on 27 October to socialize a Board position to pause the SSR2 Review to allow the community to address the concerns that have been expressed regarding the SSR2 Review Team's performance and contributing factors; and to discuss more broadly the issue of addressing gaps in Specific Reviews.
Draft Operating Standards Update – ICANN organization provided a brief update on the status of the draft Operating Standards.
The ICANN Bylaws call for the development of the Operating Standards to conduct reviews efficiently and effectively, developed through community consultation including public comment opportunities. ICANN posted the draft Operating Standards for public comment on 17 October 2017, closing on 15 January 2018 per community request for additional time.
A cross-community session on the Operating Standards will be held on 30 October 2017 at ICANN60 for the purposes of:
- Discussing objectives of the Operating Standards;
- Facilitating a discussion on the specific proposals made in the draft Operating Standards and encourage consensus-oriented thinking among the community when proposing alternative options; and
- Exploring next steps, taking into account the ongoing public comment proceeding.
At-Large Review Update – The OEC was provided with a brief update on the status of the At-Large Review.
At its meeting on 21 September 2017, the OEC was briefed on the At-Large Community Final Report ("Final Report") by the independent examiner who conducted the At-Large Review (ITEMS International); and on the At-Large Review Recommendations Feasibility Assessment & Implementation Plan ("Feasibility Study and Implementation Plan") by a representative of the At-Large Review Working Party.
As an action item arising from the meeting, ICANN organization was tasked to develop documentation mapping any gaps of the underlying issues noted by ITEMS International compared to the Feasibility Study. The purpose of this mapping exercise is to assure that sufficient information is contained in the Feasibility Study, to support the OEC's recommendation, and eventually the Board's action on the recommendation.
With significant disparity between ITEMS International's Final Report and the Feasibility and Implementation Plan, the mapping exercise is taking longer than initially anticipated. Additionally, this is the first time the OEC is taking this approach and therefore, needs to pay particular attention that the documentation provides a solid rationale, assuring the At-Large and the wider ICANN community that the Board has followed due-diligence procedures.
Given that it is not feasible for the Board to take a decision on the At-Large Review during ICANN60, ICANN organization proposed a timeline and next steps, which have been discussed with the OEC, and the At-Large Review Working Party.
- ICANN organization to finalize the mapping document of gaps between ITEMS International's Final Report and the Feasibility Study and Implementation Plan.
- The OEC to review the mapping document to ensure that it meets its objectives via a telephonic meeting in the week of 27 November 2017.
- At-Large Review Working Party to provide additional clarification and/or information identified in the mapping document, if required, and submit such additional clarification and/or information to the OEC.
- The Board to take action after OEC issues its recommendation on how to move forward.
ICANN organization further highlighted some of ALAC's concerns regarding the At-Large Review:
- That the OEC recommendation will not take into account further input and/or feedback from ALAC (if there are concerns raised in the mapping document);
- ALAC's desire to be involved in formulating the plan going forward; and
- ALAC's concern regarding the timing of the At-Large Review i.e. there is no set timeframe for Board action and start of implementation; and this is not aligned with ALAC's desired timeframe.
ICANN organization clarified that once ready, it will share the draft mapping document with the OEC to ensure that the structure, approach and organization of the mapping document meet the OEC's expectations. Thereafter, ICANN organization will circulate the mapping document to the At-Large Review Working Party for them to provide further clarification and/or additional information in areas that have been identified as gaps.
- The OEC to reiterate to ALAC the proposed timeline, and to reassure ALAC that the At-Large Review Working Party will have an opportunity to review the mapping document prior to the OEC making a recommendation to the Board.
Roles and Responsibilities for Specific Reviews – With the OEC's expanded role including oversight of Specific Reviews, and with the introduction of the Board Caucus Group construct, the OEC has been considering a framework outlining the roles and responsibilities of the Board, the OEC, the Board Caucus Group, ICANN organization, etc. The intent of the framework is to bring alignment and clarity regarding the roles and responsibilities of each group.
In order to conclude its discussion on this topic, the OEC deliberated on the composition of the Board Caucus Group. The OEC agreed that a flexible number of members would be more appropriate than setting a fixed number on membership. The Chair, the Vice Chair and the Board Governance Committee Chair will select the members of a Board Caucus Group.
Ongoing Review Update: Specific Reviews – Due to time constraints, this agenda item was not discussed in-depth during the meeting. ICANN organization requested the OEC to refer to the meeting materials for an update on the status of Specific Reviews underway or soon to be initiated., i.e. Third Review of ICANN Transparency and Accountability (ATRT3), Competition, Consumer Trust & Consumer Choice (CCT) Review, Registration Directory Service (RDS/WHOIS2) Review and Security, Stability and Resiliency of the DNS (SSR2) Review.
In relation to the RDS/WHOIS2 Review, the Review Team is in the midst of finalizing their terms of reference, scope of work and work plan by end November 2017, which will then be submitted to the Board. Chris Disspain noted that the RDS/WHOIS2 Review will not include the General Data Protection Regulation (GDPR) within their scope.
Ongoing Review Update: Organizational Reviews – ICANN organization provided a brief overview of the status of ongoing Organizational Reviews, i.e. Generic Names Supporting Organization (GNSO) Review, Nominating Committee (NomCom) Review, Root Server System Advisory Committee (RSSAC) Review, Security and Stability Advisory Community (SSAC) Review, Country Code Names Supporting Organization (ccNSO) Review.
- In connection with the SSAC Review, ICANN organization will communicate with ICANN's Office of the Chief Technology Officer (OCTO) to review the technical qualifications of the finalists and report the findings to the OEC thereafter.
ASO Review – The independent examiner (ITEMS International) has issued its Final Report, and the public comment period on this report ended on 20 September 2017.
The OEC engaged in a discussion on how the ASO Review process could be aligned with the standard Organizational Review Process, while respecting the Numbers Resource Organization's (NRO) role in setting the review process. The next step is to communicate with the NRO and ASO leadership to align on a way forward.
Previously, the ASO has expressed interest in finding ways to align its review process with the Organizational Review process, taking into account the lessons learned and best practices that are applicable to all Organizational Reviews.
The ICANN organization sought guidance from the OEC on the appropriate way to communicate with the ASO and the NRO; and how to leverage appropriately processes that are in place for Organizational Reviews in relation to the ASO Review.
- ICANN organization to assess whether the Board is required to take any action based on ITEMS International's recommendation in its Final Report.
- ICANN organization to provide more information and clarity to the OEC on the role and/or responsibility of ICANN in connection with the ASO Review and areas where there are possible gaps between the Organizational Review process in place within ICANN and the process the ASO Review is following.
- Thereafter, the OEC to engage in a discussion with the ASO and NRO on the potential ways to integrate parts of the Organizational Review process into the ASO Review.
Charter Amendments: Non-Commercial Users Constituency (NCUC) – The OEC oversees the review of constituent body charters, which requires the OEC's recommendation to the Board on action.
ICANN organization provided a presentation on the proposed changes to the NCUC Charter, and the status of consideration in the charter amendment process. The process was initiated in May 2017 when the NCUC of the GNSO approved amendments to its governing documents. After ICANN organization reviewed and assessed the proposed changes and advised the OEC that the proposed changes do not appear to raise any fiscal or liability concerns for the ICANN organization, the OEC directed the proposed amendments to be posted for public comment. Public comment period concluded, and the NCUC agreed on updated text in response to the public comment.
While noting that procedurally the NCUC charter amendments were ripe for passing to the Board, the OEC requested more time to review this matter closely before taking a decision on it. The OEC specifically was interested in understanding the changes made from the original mission statement and possible interaction with the role of the At-Large community. The OEC requested the ICANN organization to provide a comparison between the original NCUC Charter language and the proposed amendments inserted after the public comment period, and analysis of the impact of those changes.
- ICANN organization to provide a comparison between the original NCUC Charter language and the proposed amendments inserted after the public comment period, and analysis of the impact of those changes for the OEC's consideration.
- ICANN organization to consider the possibility of engaging the At-Large to ascertain whether they have any comments and/or feedback on the further modifications to the charter.
Observations from the OEC Chair – Some observations from the departing Chair:
- Timing and effectiveness of reviews – given the OEC's role and oversight of Organizational and Specific Reviews, the OEC to remain cognizant of the scope of reviews and the timing of reviews.
- Template for agenda for OEC meeting – the Chair has formulated a template agenda for the OEC which reflects the specific categories of the work and responsibilities of the OEC, to ensure that items do not fall off of the OEC's work plan.
- Impact assessment of reviews – while a challenging and time-consuming exercise, it would be extremely beneficial to conduct such an assessment as it would enable the OEC to ascertain the impact of reviews on ICANN thus far. Khaled Koubaa will be leading this exercise for the OEC. The Chair reiterated that a holistic review of ICANN structure should only commence after an impact assessment of all reviews have been conducted.
The Chair expressed her appreciation to the OEC members and ICANN organization for their continuous support and team collaboration demonstrated throughout her term. George Sadowsky expressed his appreciation to the Chair for her leadership of the OEC, as well as ICANN organization's support to the OEC.
Any Other Business
- Going forward, given the OEC's current workload, ICANN organization proposed that the OEC conduct monthly meetings, to enable the OEC to be adequately prepared ahead of ICANN meetings. ICANN organization will formulate a monthly meeting schedule for the OEC, for the OEC's consideration.
The Chair called the meeting to a close at 2:03 p.m. local time (Abu Dhabi, United Arab Emirates).
Published on 1 November 2017