Minutes | Board Organizational Effectiveness Committee (OEC) Meeting
OEC Attendees: Avri Doria – Chair, Alan Barrett, Akinori Maemura, Patricio Poblete, Katrina Sataki and Matthew Shears
Executive and Staff Attendees: Xavier Calvez (SVP, Planning and Chief Financial Officer), Franco Carrasco (Board Operations Specialist), Jean-Baptiste Deroulez (Associate Project Manager, Review Support & Accountability), Samantha Eisner (Deputy General Counsel), Evin Erdogdu (Project Manager, Review Support & Accountability), Negar Farzinnia (Director, Implementation Operations), Larisa Gurnick (VP, Review Support & Accountability), Alice Jensen (Senior Manager, Implementation Operations), Laena Rahim (Regional Counsel, APAC), 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 14:00 UTC.
- Agenda – The Chair established the agenda for the meeting and gave an overview of items to be discussed.
- Review of Open 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.
Update on the Deferral of the Timing of the Third Registration Directory Service Review (RDS3) – The purpose of this agenda item is for the OEC to discuss its recommendation to the Board to defer the RDS3.
RDS3 is scheduled to start in October 2022, based on the current timing defined by the Bylaws. However, Board action on the third Accountability and Transparency Review (ATRT3) recommendation pertaining to the future RDS Reviews impacts the timing of the RDS3. Specifically, the ATRT3 recommended "suspending any further RDS Reviews until the next ATRT Review can consider the future of RDS Reviews in the context of the Expedited Policy Development Process (EPDP) Phase 2 Final Report recommendations, the results of the Board's consideration of these, as well as any other developments which affect the Directory Services". The Board approved the ATRT3 recommendations, subject to prioritization and community agreement on the Bylaws change. The prioritization of recommendations by the community is complete, with the ATRT3 Recommendation 3.1 to defer the next RDS Review categorized as high priority.
Additionally, the RDS2 completed its work and delivered its Final Report to the Board in September 2019, with the Board taking action on the 22 recommendations on 25 February 2020: 14 recommendations approved, four recommendations placed into "pending" status, two recommendations passed through to other parts of the ICANN community, and two recommendations rejected. The implementation work is underway for recommendations approved by the Board, with seven recommendations implemented as of 30 June 2022. However, the current timing of the RDS3 would not provide sufficient time to complete implementation of the remaining RDS2 recommendations, before starting the next review cycle – thus impacting the feasibility of timing.
Moreover, as noted by the ATRT3, ongoing work to address the EPDP Phase 2 Final Report recommendations and the proposed System for Standardized Access/Disclosure (SSAD) will impact the RDS. This continues to be a significant dependency, further impacting the feasibility of timing of the RDS3.
Upon being briefed by ICANN organization, and a review and discussion of the draft Board Paper, the OEC members expressed their support and agreement to recommend to the Board to defer the RDS3 (incorporating the OEC's suggested modifications). The Board is scheduled to take action on this issue at its next Board meeting in September 2022.
- ICANN org to finalize the Board paper, incorporating the relevant suggestions from the OEC.
- The OEC to forward its recommendation to the Board for its consideration.
Update on the Nominating Committee Review Implementation Working Group (NomCom RIWG) and Briefing on Next Steps – To reduce any perception of conflict of interest, and as consented by all OEC members, Patricio Poblete led the discussion on this topic on behalf of the OEC.
At the previous OEC meeting in January 2022, ICANN org updated the OEC on the NomCom RIWG's fourth implementation Status Report, which was submitted to the OEC on 17 December 2022. The Report covers several areas of activity over the previous six-month period.
The fifth and Final Implementation Status Report was completed and approved by the NomCom RIWG's Co-Chairs on 30 June 2022, and submitted to the OEC in August 2022. The NomCom RIWG met five times during the period of 31 December 2021 to 30 June 2022 to address the remaining work on Recommendations 24 and 27. Several main areas of activity highlighted in the Final Report include:
- Confirmed principles to inform the basis of "Unaffiliated" Director definition (for Recommendation 27);
- Completion of final draft charter for the NomCom Standing Committee (Recommendation 24); and
- Overall concluding implementation work on all 27 recommendations.
In relation to Recommendation 27 (provide clarity on desire for independent directors and designate three separate seats for "Independent Directors"), the recommendation called for "Independent", but the NomCom RIWG changed the word to "Unaffiliated" so as to avoid confusion with the U.S. Internal Revenue Service's definition of director independence. ICANN org presented the OEC with a summary of the NomCom RIWG's proposed definition and principles, which were developed in consultation with ICANN Legal. The enhanced requirements to qualify as one of the three unaffiliated Directors that the NomCom will be responsible for appointment to the Board include considerations such as:
- Not having served within a leadership capacity, as a councilor/member of the governing body, or as an employee or independent contractor of an ICANN Supporting Organization, Advisory Committee, Stakeholder Group, Constituency or Cross-Community Working Group within the two years prior to the start of their initial term on the Board;
- Not having been a candidate for a seat on the ICANN Board for the prior two years, other than the NomCom process;
- Attests that they have a good faith belief that they would not be identified as having an actual or perceived conflict of interest for matters that routinely come before the Board; and
- Have not been an employee or independent contractor of ICANN or PTI within the two years prior to the start of their Board.
The OEC sought clarification on whether participation in groups unnamed in the principles, such as the Regional At-Large Organizations (RALOs) or PDP working groups, would also impact a candidate's ability to qualify as "Unaffiliated". ICANN org will discuss and obtain clarification from the NomCom RIWG Co-Chairs and to ensure that the definition incorporates the intended potential areas of involvement within ICANN.
The OEC also sought clarification on how these principles could impact already seated directors seeking to be appointed as an "Unaffiliated" Director for a future term. ICANN org provided information on the proposed development of a Bylaws transition article that would dictate how this obligation could come into effect, including the need to review the timing of the first year that NomCom would be required to make a selection of an "Unaffiliated" Director.
The NomCom will not be obligated to make appointments of "Unaffiliated" Directors until a Fundamental Bylaws Amendment Process is initiated to incorporate this requirement, including Public Comment proceeding and ICANN Board and Empowered Community approval.
In relation to Recommendation 10 (Rebalancing the NomCom), the NomCom RIWG has withdrawn this proposal 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. The OEC and the community were informed that this recommendation will not be implemented by the NomCom RIWG. Further, ICANN org noted that this recommendation connects with the Pilot Holistic Review and Pilot Continuous Improvement Program, resulting from the Board approved ATRT3 recommendations. The OEC noted that this recommendation should be kept on the agenda of the OEC in some form, and suggested that it could be slated for a possible plenary session at ICANN76 or thereafter, to provide the community with an opportunity to discussion this topic more generally and for the community to be apprised of some of the dependencies.
The OEC was also briefed on the anticipated next steps:
- ICANN org work is continuing; to finalize documentation on Bylaws changes, including Transition Articles.
- ICANN75 Prep Week Webinar planned in September 2022, to be led by the NomCom RIWG Co-Chairs to promote the conclusion of the NomCom RIWG's work.
- ICANN org to update the NomCom at ICANN75 as to next steps and potential timing for finalizing the implementation of NomCom Review recommendations via Bylaws amendments.
- The OEC to make its recommendation to the Board (target: October 2022) 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).
OEC Work Plan Review: ICANN org provided a comprehensive update on the OEC Work Plan for 2022-2023, highlighting the relevant projects and upcoming milestones. The OEC Work Plan 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.
In relation to the Holistic Review, the OEC Chair noted that a projected timeline should be incorporated into the OEC Work Plan to demonstrate the work that is anticipated to be carried out over the next coming months.
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 will be open from 30 August 2022 - 20 October 2022, to seek input on the Draft ToR to be used by the Pilot Holistic Review Team. ICANN org further informed the OEC that a draft letter is currently being prepared for the ICANN Board Chair to the leaderships of the SO/ACs to apprise them of the public comment proceeding and how it fits into the broader picture of implementation of prioritized recommendations (to be discussed at the upcoming SO/AC roundtable discussion).
The OEC will continue its discussion on this topic at its future meetings, and ICANN org will keep the OEC abreast of further developments.
- Board Caucus Group Updates – In relation to the Board Caucus on the Second Security, Stability and Resiliency Review (SSR2), ICANN org updated the OEC that a group of pending recommendations are in the midst of being prepared for Board action. These recommendations will be reviewed by the Board Caucus on SSR2, in anticipation of Board action after ICANN75. ICANN org will keep the OEC abreast of further developments on this topic.
The Chair called the meeting to a close.
Published on 15 September 2022