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Minutes | Board Organizational Effectiveness Committee (OEC) Meeting 16 February 2022

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), Steve Conte (Director, IROS Operations), Samantha Eisner (Deputy General Counsel), Negar Farzinnia (Director, Implementation Operations), Larisa Gurnick (VP, Review Support & Accountability), Wendy Profit (Board Operations Senior Manager), Laena Rahim (Regional Counsel, APAC), Giovanni Seppia (VP, Implementation Operations), Pamela Smith (Senior Coordinator, Review Support & Accountability), 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 14:00 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 Watched 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.

    In connection with the watch item "OEC to discuss a way forward with independent examiner Recommendation 10 to rebalance the NomCom – the proposal to implement this recommendation was withdrawn by the RIWG" – the Chair reiterated that the OEC will address this item at its future meeting on how to formally "conclude" this recommendation.

  3. Update on the Bylaw Changes in relation to the IANA Naming Function Review (IFR) recommendations – At the previous OEC meeting on 20 January 2022, ICANN org presented a draft Board Paper to seek the OEC's recommendation to the Board to initiate the Fundamental Bylaws Amendment Process for the proposed revisions to Article 18 of the Bylaws, in relation to the IFR recommendations.

    ICANN org presented an update regarding the next steps with respect to the previous OEC discussion on this topic:

    • ICANN org is in the midst of finalizing the Board Paper, incorporating the suggestions made by the OEC;
    • ICANN org is also in the process of updating the public comment document to include an accompanying memo to provide additional rationale for specific changes; and
    • In relation to the proposed changes to Article 19 of the Bylaws, ICANN org will coordinate communication with the Registry Stakeholder Group (RySG) and the ccNSO to seek their agreement on the proposed next steps.

    The OEC will continue its discussion on this topic via e-mail, and thereafter make its recommendation to the Board.

  4. Update on the Deferral of the Timing of the Third Review of the Security, Stability and Resiliency of the DNS (SSR3) – At its previous meeting on 20 January 2022, the OEC discussed the timing for the SSR3 in light of the board-approved ATRT3 recommendations, and agreed to proceed with a recommendation to the Board to defer the SSR3, acknowledging that although the Bylaws state that the SSR Review should be conducted every five years, pursuant to the ATRT3 recommendations, the prudent way forward is to proceed with the community's recommendation to defer the SSR3 Review.

    Upon 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 SSR3 (incorporating the OEC's suggested modifications). The Board is scheduled to take action on this issue at its next Board meeting in early March 2022.

    • Action Items:
      • 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.
  5. Follow-Up Discussion: Holistic Review – At the OEC's previous meeting on 20 January 2022, the OEC continued its discussion on the Holistic Review as recommended by the third Accountability and Transparency Review Team (ATRT3). Since then, the Chair has had a pre-conversation with former ATRT3 members and sent a letter on 2 February 2022 to seek their involvement and participation towards defining the Terms of Reference (ToR) for the Pilot Holistic Review, given that their insights on the Holistic Review are valuable for the next steps on this topic.

    ICANN org updated the OEC on the following:

    • ICANN org is in the process of scheduling the first discussion between the OEC and the former members and leaders of the ATRT3; and
    • ICANN org is in the midst of drafting an initial version of the ToR to support the discussion. ICANN org will circulate the draft ToR to the OEC within the next two weeks.

    ICANN org noted that, given that there is a broad community interest on the Holistic Review, as the OEC and former ATRT3 members work on the drafting of the ToR, it would be prudent to think of providing public clarification on the ToR development process and whether the community will have an opportunity for input on the final ToR through the SO/ACs. The OEC concurred on the importance of keeping the community abreast of the process.

    The OEC will continue its discussion on this topic at its future meetings, and ICANN org will keep the OEC abreast of further developments.

  6. Update on the Nominating Committee Review Implementation Working Group (NomCom RIWG) – The objective of this agenda item is for ICANN org to update the OEC on the status of the ongoing work of the NomCom RIWG.

    At the previous OEC meeting on 20 January 2022, ICANN org updated the OEC on the NomCom RIWG's fourth implementation Status Report was submitted to the OEC on 17 December 2021. The Status Report covers several areas of activity over the previous six-month period, including an update on the revised draft charter for the NomCom Standing Committee.

    ICANN org circulated to the OEC the revised draft charter for the NomCom Standing Committee which defines the roles and responsibilities and scope of the NomCom Standing Committee, as specified in Recommendation 24: "An empowered body of current and former NomCom members should be formed to ensure greater continuity across NomComs, and in particular, to recommend and assist in implementing improvements to NomCom operations."

    ICANN org provided a brief summary of the various components of the charter – purpose, scope of responsibilities, composition, term of service, etc. ICANN org highlighted the role for the Board contemplated in the NomCom Standing Committee selection process, which is in response to a governance issue that ICANN org flagged within an earlier version of this Standing Committee charter. There was a general concern that the prior draft from the NomCom RIWG could assign "oversight" responsibility to the NomCom Standing Committee across all of the ICANN ecosystem, such as oversight over the process that the Board would use to assess NomCom's selections, or the Board's leadership selection roles. Another concern was the potential lack of checks in place to assure objectivity and legitimacy of the membership. As a result, the NomCom RIWG, in coordination with ICANN org, significantly updated the NomCom Standing Committee charter to address these issues, including a proposed governance check of the Board selecting the Standing Committee membership in recognition of the Board's role as the only entity across ICANN that works in the interest of ICANN as a whole.

    Upon being briefed by ICANN org, the OEC agreed that at this juncture, it would be important for the OEC to make the Board members aware of the proposed Board role to select members of the NomCom Standing Committee and to seek the Board's confirmation as to whether they are willing to take on the proposed role as defined in the NomCom Standing Committee's draft charter.

    In response to a query from the OEC, ICANN org clarified that the OEC may provide comments and/or clarifying questions to the NomCom RIWG to further refine the NomCom Standing Committee charter.

    • Action Items:
      • ICANN org to assist the OEC to draft a note to the Board to inform them of the draft NomCom Standing Committee Charter and their proposed role to select members for the NomCom Standing Committee. The Chair will have a pre-conversation with the Board Chair and Chair of the Board Governance Committee to inform them of the note in advance.
      • ICANN org to consolidate the OEC's substantive comments/questions on the NomCom Standing Committee Charter, and circulate them to the NomCom RIWG, for their consideration.

The Chair called the meeting to a close.

Published on 6 May 2022