Minutes | Organizational Effectiveness Committee (OEC) Meeting 3 November 2016

OEC Attendees: Rinalia Abdul Rahim – Chair, Markus Kummer, Kuo-Wei Wu and Lousewies van der Laan

Other Board Member Attendees: Chris Disspain, Lito Ibarra and Bruce Tonkin

Observers: Maarten Botterman, Khaled Koubaa and Akinori Maemura

Executive and Staff Attendees: Samantha Eisner, Larisa Gurnick, Lars Hoffmann, Melissa King, Margie Milam, Wendy Profit, Laena Rahim, Charla Shambley and Theresa Swinehart

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

The Meeting was called to order at 7:30 a.m. local time in Hyderabad, India.

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 OEC Activities Report – The OEC approved the OEC's activities report (January – September 2016).

   The Chair noted that the document is a tool to enable the OEC to track ICANN's progress towards completing the action items identified in previous meetings. 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 on in time for the next OEC meeting; and there are also other action items which would require more time to complete.

3. OEC Charter Review – This item is on the agenda in order for OEC members to be well-versed in the OEC Charter. The OEC is also responsible for performing a review of its charter on an annual basis. Given that the OEC Charter was recently revised in July 2015, the OEC concluded its review of the OEC Charter without recommendation of further modification.

   As part of the Charter review, the OEC considered each of the elements listed in within the Charter, which is available at https://www.icann.org/resources/pages/charter-oec-2015-08-14-en.  There was a short conversation on the process through which the OEC oversees the review of constituent body charters, which is a process reserved to the OEC and requires the OEC's endorsement and recommendation to the Board. The Chair noted that in addition to the community and ICANN organization's work on the charters before they reach the OEC, the OEC also has been in a role of providing feedback prior to consideration. The OEC has also considered how to innovate the constituent charter review process to reduce the time needed for OEC action, such as confirming that the OEC may take unanimous actions by email between meetings. This constituency charter process will likely be used several times over the coming months, as ICANN's Policy Support team has been working with several Stakeholder Groups and Constituencies on updating their charters.

   • Action Item:
     • For future OEC meetings, ICANN Organization to include a slide on the roles and responsibilities of the different parties involved in Organizational Reviews on the OEC meeting slide deck, for the OEC's ease of reference.

4. At-Large Review Update – The OEC was provided with a brief update on the At-Large Review for the OEC's information.

   ITEMS International, the independent examiner conducting the At-Large Review, has conducted 90 interviews and has launched an online survey to collect input from the At-Large community in English, French and Spanish. Nearly 250 people have responded to the survey. The OEC was briefed on the regional and respondent categories distribution. In addition to the one-on-one interviews and the online survey, ITEMS International met with the At-Large Review Working Party, participated in At-Large activities at ICANN56 and attended several regional events.

   Furthermore, ICANN Organization is working closely with ITEMS International to ensure that their recommendations will adhere to the SMART principles (i.e. specific, measurable, actionable, relevant, time-based) to set the right expectations and drive successful outcomes.

   The Chair noted that the At-Large review, including ICANN Organization's approach to the review itself, is benefiting significantly from lessons learned from the previous GNSO review. Additionally, given that the At-Large Community is particularly concerned about the current regional At-Large Structures, it is crucial to obtain substantive feedback on this issue from the At-Large community as part of the At-Large Review.

   The next steps for the At-Large review include:

   • Preliminary Findings – November 2016
   • Draft Report for At-Large Working Party – December 2016
   • Draft Report for Public Comment – January 2017
   • Final Report for At-Large Working Party – March 2017
   • Publish Final Report – April 2017
   • Action Item:
     • ICANN Organization to provide the OEC with relevant statistics to demonstrate the regional spread of the respondents from the At-Large Community (i.e. the number of ALSes, based on their geographic regions, who responded to the survey).

5. GNSO Review Update – The OEC was provided with a brief update on the GNSO Review for the OEC's information.

   The Final Report on the organizational review of the GNSO was delivered by Westlake Governance (the independent examiner) on 15 September 2015. The GNSO Council adopted the GNSO Review Working Party's recommendations on 14 April 2016, and the Board adopted the Final Report and approved 34 of 36 recommendations in June 2016. In the Board's resolution, it requested "that the GNSO Council convene a group that oversees the implementation of Board-accepted recommendations. An implementation plan, containing a realistic timeline for the implementation, definition of desired outcomes and a way to measure current state as well as progress toward the desired outcome, shall be submitted to the Board as soon as possible, but no later than six (6) months after the adoption of this resolution." The GNSO Review Implementation Working Group was established and work is underway to submit a proposal in December 2016/ January 2017. ICANN Organization noted that the separation of the implementation planning from the consideration of the recommendations might have added some complexity to the process, and recommended that for future reviews, the GNSO Review Working Group have an opportunity to consider implementation planning during the feasibility assessment phase prior to submitting to the OEC for their consideration. The OEC agreed with this process improvement for future reviews.

   The OEC also discussed the survey feedback received from the Working Party. One of the main concerns raised by the Working Party is that the independent examiner was perceived to be unresponsive towards community feedback, especially towards the final phase of the review. On the other hand, the concept of the Working Party was well-received; and the support provided from the Board and ICANN Organization received positive feedback.

6. Overview of Upcoming Reviews: Nominating Committee (NomCom) Review – Staff supporting the NomCom review sought feedback from the OEC on NomCom review scope and criteria, as well as criteria for selection of the independent examiner.

   The OEC was briefed on the preparations that are underway for the upcoming NomCom Review. The NomCom has formed a Working Party and is in the process of providing input on the request for proposal (RFP) for an independent examiner. Part of the review will include an assessment of the recommendations from the prior NomCom Review and progress made on implementing improvements. In relation to the RFP, the scope of the review is to determine the following:

   1. does the NomCom have a continuing purpose in the ICANN structure?
   2. should there be any change in the structure or operations to improve its effectiveness?
   3. is NomCom accountable to its constituencies, stakeholder groups, organizations and other stakeholders?

   Other issues which the independent examiner is expected to review include:

   • whether prior recommendations were effectively implemented;
   • impact of the past failure to change the size of the NomCom; and
   • impact that the new bylaws could have on the NomCom and its wider role in the ICANN community.

   In terms of the criteria for the NomCom independent examiner, the criteria are very similar to those used for the At-Large review e.g. understanding the assignment, knowledge and expertise, proposed methodology, independence, flexibility, reference checks and financial value.

   Prior to the appointment of the independent examiner scheduled in January 2017, ICANN Organization will provide an assessment of the bidders to the OEC according to the criteria used, and the OEC will have the opportunity to provide feedback and/or agree with the assessment for the selection of the independent examiner.

   Upon being briefed by ICANN Organization on the upcoming NomCom review, some observations and feedback from the OEC include:

   • Feedback from the constituencies and community impacted by the NomCom Review should be a top priority for the independent examiner;
   • The OEC will expect updates from the independent examiner as part of the OEC's oversight role; and
   • To ensure that the independent examiner interviews NomCom members familiar with new processes introduced since 2013, so as to enable them to provide feedback on how those processes have worked.

   The OEC was also briefed on the estimated timeline for the NomCom review:

   • Appoint Independent Examiner – January 2017
   • Launch Review – February 2017
   • Interviews; Community Surveys – Feb- July 2017
   • Preliminary Findings – August 2017
   • Draft Report for Working Party – September 2017
   • Draft Report for Public Comment – October 2017
   • Final Report for Working Party – February 2018
   • Final Report – March 2018

7. Implications of New Bylaws and Transition – The OEC discussed the impact of the new bylaws on the post-transition ICANN and the work of the OEC.

   Furthermore, the OEC further considered the schedule for upcoming reviews. There are multiple reviews happening simultaneously. The OEC noted the potential need for additional resources to support the multiple overlapping reviews, given that the timing for each review is set through the Bylaws and cannot be modified. The OEC also noted the significant impact this schedule will have on the community bandwidth. Various innovations such as a unified template for RFPs for independent examiners could help streamline processes across multiple reviews. However, addressing the problem of multiple reviews happening at the same time will require longer range solutions and potentially changes to the bylaws.

   The OEC discussed whether, in the post-transition environment, the OEC might be a good place for the coordination of oversight of the "Specific Reviews", reviews that were formerly incorporated in the Affirmation of Commitments. The OEC agreed that it was willing to take on this role if the remainder of the Board agreed. 

   Another area of discussion focused on how to make the Organizational Reviews more effective at assessing organizational accountability. The OEC noted that both the new requirement that reviews consider how the organization under review remains accountable to its members, as well as the WS2 effort on SO/AC Accountability might be valuable inputs into this process.

   • Action Items:
     • ICANN Organization to prepare a board paper to initiate a discussion with the Board as to whether or not to consolidate oversight of the Specific Reviews under the OEC, including consideration of the scope of the OEC Charter.
     • ICANN Organization to conduct in-depth research in relation to the community's perception that Organizational Reviews fall short in assessing organizational accountability – to ascertain and address their specific concerns.
     • ICANN Organization to prepare a comprehensive proposal on the process improvements for the OEC's consideration.
     • Going forward, ICANN Organization to include this agenda item at each OEC meeting to track improvements and to address these issues concretely.

8. Operating Standards – The OEC received an update on the development of the Operating Standards for reviews, which are required under the new Bylaws and which will be discussed with the community during ICANN57.This area involves developing an integrated approach to reviews, with the aim of supplementing the bylaws. In essence, the Operating Standards should reflect the following elements:

   • A system which enables reviews to be conducted efficiently and effectively;
   • Developed through collaboration – community, Board and staff;
   • Aligned with ICANN Bylaws;
   • Designed to support and lead into implementation of Board-approved recommendations as part of ICANN's continuous improvement;
   • Guidance and tools to assist with the review process; and
   • Evolving to reflect lessons learned and best practices.

9. Review Recalibration and Streamlining/Review Framework – The OEC continued its discussion on the importance of reviews post-transition.

   Reviews are a well-established accountability mechanism producing important improvements in how ICANN operates. Challenges with reviews stem from several areas e.g. differing opinions regarding what reviews are supposed to achieve and how to achieve it, volunteer bandwidth, nature of recommendations and resources required to conduct reviews and implement improvements.

   In-depth research and analysis by ICANN Organization would be required to understand the challenges involved in attempting to recalibrate and streamline reviews in the future. Community involvement would be crucial as they now play a more prominent role in relation to reviews; and timing is also an issue that needs to be carefully considered.

   As an initial step, the OEC agreed that it should initiate engagement with the SO/AC leaders to obtain their input and feedback on how to recalibrate and streamline reviews in the future. In this regard, it is essential for the OEC to have clarity on what the challenges are, so that there is a shared understanding to facilitate their discussion with the SO/ACs.

   • Action Item:
     • ICANN Organization to commence work and formulate a proposal for the OEC for its engagement with the SO/AC leadership on this broader discussion.
     • The OEC to inform the Board of its proposed engagement with the community on this issue.

10. Any Other Business

    For purposes of succession planning, the Chair invited OEC members who are interested to be nominated as the Vice-Chair of the OEC to contact her directly.

    The Chair called the meeting to a close at 9:30 a.m. local time (Hyderabad, India).