Minutes | Board Organizational Effectiveness Committee (OEC) Meeting 17 March 2021

OEC Attendees: Avri Doria – Chair, Becky Burr, Danko Jevtovic, Lito Ibarra, Patricio Poblete and Matthew Shears

Other Board Attendees: Manal Ismail and Göran Marby (President and CEO)

Executive and Staff Attendees: Jennifer Bryce (Project Manager, Review Support & Accountability), Xavier Calvez (SVP, Planning and Chief Financial Officer), Franco Carrasco (Board Operations Specialist), Steve Conte (Director, IROS Operations), Amy Creamer (Senior Project Manager, IROS Operations), Samantha Eisner (Deputy General Counsel), Negar Farzinnia (Director, Implementation Operations), Larisa Gurnick (VP, Review Support & Accountability), John Jeffrey (General Counsel & Secretary), Becky Nash (VP, Planning), Wendy Profit (Board Operations Senior Manager), Laena Rahim (Regional Counsel, APAC), Theresa Swinehart (SVP, Global Domains and Strategy) and Mary Wong (VP, Strategic Community Operations, Planning and Engagement)

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

The Meeting was called to order at 17:30 UTC.

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

2. Update on the IANA Naming Function Review (IFR) – ICANN organization provided a brief update on the status of the IFR, including an overview of the four recommendations within the IFR Report. The Public Comment on the recommendation for an IANA Naming Function Contract amendment will close on 22 March 2021. Pursuant to ICANN Bylaws Section 18.6 (b)(i), IFR Recommendations requiring a contract amendment must be approved by a supermajority vote of the ccNSO Council and GNSO Council. Within 45 days of the conclusion of this Public Comment, or the ccNSO and GNSO Councils' approvals, whichever occurs later, the ICANN Board shall take action on the Final Recommendations. Pursuant to ICANN Bylaws Section 18.6 (d), for IFR Recommendations that are approved by the Board, the Secretary shall provide a Board Notice to the Empowered Community (EC) Administration and the Decisional Participants. The OEC was asked to consider whether, so long as the GNSO Council approves and no concerns are raised in the Public Comment warranting further consideration, it would recommend to the Board to approve the IFR Report.

   The OEC was also briefed on the anticipated timeline for the IFR:

   • March 2021: Public Comment on Recommendation 4 ends on 22 March; and to obtain the approval of the GNSO Council (ccNSO Council's approval obtained on 18 February).
   • April 2021: ICANN org publishes a report of the public comment proceeding on 5 April; and full Board briefing on 7 April.
   • 9 May 2021: The Board to take action on the Final Recommendations within 45 days of the GNSO Council's approval.

   Contingent upon the GNSO Council approval and no concerns being raised in the Public Comment, the OEC agreed to direct ICANN org to prepare a Board Paper in support of Board action.

   • Action Item:

     • ICANN org to draft a Board Paper in support of Board action, taking into account that the OEC's recommendation is conditional upon several concurrent events.

3. Update on Nominating Committee (NomCom2) Review Implementation Progress – The Chair noted that as a NomCom appointee, to reduce any perception of conflict of interest, she requested Patricio Poblete to lead this section of the meeting on behalf of the OEC. All OEC members consented to Patricio's leadership in the NomCom matter, not only the NomCom appointed ones.

   ICANN org provided a brief update on the progress of implementation of the NomCom2 Review and presented an overview of potential concerns that ICANN org observes within the recent work of the NomCom2 Review Implementation Working Group (RIWG).

   The RIWG submitted its second progress report to the OEC in December 2020, which provides an update on the implementation of the 27 recommendations made by the independent examiner and as identified in the Detailed Implementation Plan previously provided by the RIWG and accepted by the Board. For the six months covered in the progress report, the RIWG reported that it focused on five recommendations where a Bylaws update was identified as part of the implementation steps, and on discussing the role and scope of the Standing Committee, a body of current and former NomCom members that is recommended to be formed to ensure greater continuity across NomComs.

   ICANN org enumerated the potential concerns observed within the recent work of the RIWG, divided into three categories:

   • Fundamental changes the RIWG has made to implementation steps as compared to the Detailed Implementation Plan accepted by the Board. These changes impact community expectations on consultation and the Board's involvement in governance decisions. The impacted recommendations include the NomCom rebalancing (Recommendation 10) and the Standing Committee development (Recommendation 24);
   • Need for alignment on "unaffiliated" director definition development (Recommendation 27); and
   • Transparency of RIWG processes and need for engagement on updates to implementation plans.

   Upon being briefed by ICANN org on the potential concerns within the recent work by the RIWG, the OEC discussed the presented issues and identified additional concerns and observations.

   The implementation of recommendations pertaining to the NomCom have far-reaching governance implications. Thus, the OEC reiterated the importance of the implementation work and that any resulting changes to the ICANN Bylaws must be well-understood and supported by the ICANN community, and uphold good corporate governance practices.

   As a next step, the OEC agreed to initiate a dialogue with the RIWG as soon as practicable, to discuss the OEC's observations and provide feedback to the RIWG, as well as to seek clarification from the RIWG on the potential concerns and observations.

   • Action Items:

     • ICANN org to assist the OEC to facilitate a dialogue with the RIWG to engage in an open discussion around the observed concerns; and
     • ICANN org to prepare a proposal for speaking points and clarifying questions for the OEC, for purposes of its discussion with the RIWG.
4. Update on the Status of the Holistic Review and Prioritization of Community Recommendations Framework – The OEC continued its discussion on this topic. In November 2020, the Board approved five recommendations (consisting of fifteen component parts) issued within the ATRT3 Final Report.

   The OEC discussed the ATRT3's recommendation on a "Holistic Review", which is subject to prioritization and available resources. The OEC noted that there are other dependencies between a Holistic Review and other aspects of Specific and Organizational Reviews, including other components of the ATRT3 recommendations. There are also other ongoing workstreams that could be dependencies (e.g., implementation of recommendations from completed Organizational Reviews, Work Stream 2 of the Cross Community Working Group on Enhancing ICANN Accountability and some of the efforts tracked through the work on the Evolution of ICANN's Multistakeholder Model). This recommendation is also closely intertwined with the Board's work on streamlining of reviews. The OEC emphasized the importance of community engagement prior to initiating the first Holistic Review as a pilot, to provide clarity and to demonstrate the progress that ICANN org is making towards addressing the various ATRT3 recommendations; and the inter-connection between such recommendations.

   ICANN org is working towards developing a framework of prioritization, to potentially address some of the issues identified in the ATRT3 Final Report in relation to budgeting and prioritization of recommendations made by review teams. The prioritization of work being planned will cover all of ICANN's work, including Board-approved recommendations from Specific and Organizational Review teams and cross-community working groups. Presently, ICANN org is at the phase of concept design and implementation planning phase, with the aim of evaluating the overall resource requirements associated with the implementation of each recommendation in order to feed them into the prioritization framework. Following input and feedback from the Board Caucus Group on Budgeting and Prioritization of Community Recommendations (BPCR), ICANN org intends for the framework to be utilized in a pilot. This pilot will allow the community, and Board, and ICANN org to test the prioritization framework and the process by which it is used in order to identify any necessary adjustments before applying it in a more systematic, sustainable way.

   The OEC agreed to continue its discussion on this topic at its next meeting.

5. Review of Open Action Items and Watched Action Items - The OEC noted that some of the "Open Action Items" will be completed during the discussion 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. The OEC also reviewed and revised the OEC's "Watched Action Items" list to reflect items which should remain on the list. Items on the list are not for current action, but deserve periodic examination or discussion by the OEC.

The Chair called the meeting to a close.

Published on 14 April 2021