Minutes | Board Organizational Effectiveness Committee (OEC) Meeting 20 April 2021

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

Executive and Staff Attendees: Jean-Baptiste Deroulez (Associate Project Manager, Review Support & Accountability), Jennifer Bryce (Project Manager, Review Support & Accountability), Xavier Calvez (SVP, Planning and Chief Financial Officer), Franco Carrasco (Board Operations Specialist), Samantha Eisner (Deputy General Counsel), Teresa Elias (Director, Governance Support Services), Negar Farzinnia (Director, Implementation Operations), Larisa Gurnick (VP, Review Support & Accountability), Krista Papac (Complaints Officer), Laena Rahim (Regional Counsel, APAC), Lisa Saulino (Board Operations Specialist), 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 16:00 UTC.

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

2. Preparation for OEC meeting with Nominating Committee Review Implementation Working Group (NomCom RIWG) – 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.

   During its meeting on 17 March 2021, ICANN organization briefed the OEC on the potential concerns within the recent work by the RIWG in relation to the progress of the implementation of recommendations of the NomCom Review, and the OEC identified additional concerns and observations. The OEC agreed to initiate a dialogue with the NomCom RIWG to discuss the OEC's observations and provide feedback to the RIWG, as well as to seek clarification from the NomCom RIWG on the potential concerns and observations.

   ICANN org briefly updated the OEC on the NomCom RIWG's recent discussion in preparation for its meeting with the OEC, scheduled for 22 April 2021. Thereafter, the OEC engaged in an in-depth discussion regarding the proposed talking points and discussion questions, and the manner in which it intends to engage with the NomCom RIWG, to achieve a better alignment on next steps regarding the specific issues and concerns.

   The OEC reiterated that the objective of the meeting with the NomCom RIWG is to participate in an open dialogue on the potential concerns observed. For instance, the fundamental changes which the NomCom RIWG has made to the implementation steps as compared to the Detailed Implementation Plan accepted by the Board may impact community expectations on consultation and the Board's involvement in governance decisions.

   • Action Item:

     • ICANN org to revise the talking points and clarifying questions for the OEC (incorporating the OEC's comments), for purposes of its discussion with the RIWG.

3. Update on the second Country Code Names Supporting Organization (ccNSO) Review (Preparation for Board consideration of the Final Report) – ICANN org provided a brief update on this topic. The ccNSO Review Working Party (RWP) submitted its Feasibility and Initial Implementation Plan on 30 June 2020. On 11 August 2020, the independent examiner presented their findings and recommendations set out in the Final Report; and the ccNSO RWP presented their Feasibility and Initial Implementation Plan (FAIIP) to the OEC. The OEC sent a letter to the ccNSO in December 2020 requesting clarification and additional information to help inform the OEC's assessment prior to making a recommendation to the Board. In February 2021, the ccNSO Council responded to the OEC's letter and provided clarification on its FAIIP, including an update on the status of implementation work.

   ICANN org noted that the ccNSO appears to have taken the position that most of the recommended improvements that they considered to be useful, have already been implemented, and the implementation of several recommendations depends on work to be carried out by ICANN org. As a next step, and to bridge the gap between the FAIIP and the clarifying response from the ccNSO, ICANN org intends to formulate a document - "ccNSO Review – Table of Recommendations and ccNSO Actions" – to provide supplemental information on the ccNSO's position on each recommendation and its proposed action towards implementation, for the OEC's consideration. ICANN org intends to present this document to the OEC in May 2021, for the OEC's discussion prior to making a recommendation to the Board. It is anticipated that the Board will take action on the Final Report in June 2021.

   • Action Item:

     • ICANN org to draft and present to the OEC the "ccNSO Review – Table of Recommendations and ccNSO Actions" in May 2021.

4. Update on Pending Bylaws Changes – ICANN org presented a list of pending Bylaws changes, for the OEC's tracking purposes and for broader identification of which Board committee or Board Caucus Group is responsible for shepherding each amendment. ICANN org anticipates that further deliberation will be required to coordinate the broader level of Bylaws changes, e.g., prioritization of Bylaws change (whether a Bylaws change should be grouped together or carried out on a piece-meal basis), and coordination with the community on the Empowered Community processes.

   The OEC agreed to continue its discussion on this topic at its future meetings.

   • Action Item:

     • ICANN org to circulate the revised list of pending Bylaws changes (incorporating the OEC's comments).

5. Deferral of the third Generic Names Supporting Organization (GNSO3) and possibly other Organizational Reviews – ICANN org provided a brief update on the GNSO3 Review, setting out the relevant steps required to document a potential deferral of the GNSO3 Review, based on how the deferrals of other Organizational Reviews were handled previously.

   ICANN org noted that a Board resolution is recommended to demonstrate the Board's feasibility determination. While there is no requirement for a public comment in this instance, it could be used for a few reasons: (1) to follow precedent; (2) to bring transparency to potentially competing views within the GNSO; or (3) to seek public input on the broader issue of holding these reviews while ATRT3 recommendation implementation is pending.

   The Board has already laid the groundwork that it might be considering a deferral of the GNSO3 Review. In considering the ATRT3 recommendations (Recommendation 3.6 on evolving the content of Organizational Reviews into a continuous improvement program), the Board Scorecard indicated that the GNSO3 Review could pose timing issues.

   Given that other Organizational Reviews could be impacted by the planning for implementation of the ATRT3 recommendations, ICANN org recommended a more comprehensive approach for the Board to address this issue, in a two-step process:

   • Step 1: A short deferral of the GNSO3 Review to allow for more comprehensive planning of how to treat the next Organizational Review cycle in the face of the ATRT3 recommendations. This first action would determine that it is not feasible to proceed with the GNSO3 Review in light of the pendency of the ATRT3 recommendations. At the same time, the Board would direct ICANN org to develop a plan of how to address the next Organizational Review cycle prior to implementation of the ATRT3 recommendations, including community consultation, and would set a time limit for bringing the issue back to the Board.
   • Step 2: After the consultation is completed, the Board would consider whether to direct a blanket deferral of other reviews in the forthcoming Organizational Review cycle, including a further deferral for GNSO3 Review, if warranted.

   The OEC agreed that the comprehensive approach set out above is the preferred option for the OEC to consider.

   • Action Item:
     • ICANN org to determine the next steps and timing for the agreed comprehensive approach, for the OEC's further discussion.

6. Overview of Implementation of Review Recommendations – ICANN org provided a brief overview of the status of the proposed plans for the implementation of review recommendations on a systematic basis.

   During ICANN70, and possibly due to the fact that several reviews are under implementation stage at this juncture, a significant number of comments were made in different sessions regarding the need to have more visibility on reviews (including visibility on the implementation of recommendations). There is an overarching need for the community to have a comprehensive view of reviews, to address the information needs of a wide range of participants in the ICANN community with different levels of involvement in ICANN reviews.

   ICANN org has initiated a process to develop a practical operational solution to address the need for visibility and transparency on the status of reviews and implementation so that users are able to find such information as and when needed (e.g., a web page containing standardized information on reviews). ICANN org emphasized the need to create, organize and implement a reliable and consistent periodic and quality update on the implementation progress of review recommendations. The proposed standardized operational documentation of status of reviews and implementation would promote and improve ICANN's transparency and accountability towards making status and progress more visible.

   ICANN org will keep the OEC abreast of further developments on this proposed plan.

7. Review of Open Action Items and Watched Action Items - The OEC noted that some of the "Open Action Items" have been 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.

8. Any Other Business –

   • Discussion on Public Webinar to feature the OEC – ICANN org to include this topic as an agenda item at the OEC's next meeting.

The Chair called the meeting to a close.

Published on 18 May 2021