Minutes | Meeting of the Organizational Effectiveness Committee of the Board (OEC) | 6 October 2022
OEC Attendees: Katrina Sataki – Chair, Alan Barrett, Avri Doria and Matthew Shears
OEC Apologies: Chris Chapman
Other Board Member Attendees: Danko Jevtovic, Manal Ismail and Göran Marby
Executive and Staff Attendees: Xavier Calvez (SVP, Planning and Chief Financial Officer), Franco Carrasco (Board Operations Specialist), Steve Conte (Senior Director, IROS Operations), Samantha Eisner (Deputy General Counsel), Evin Erdogdu (Project Manager, Review Support & Accountability), Larisa Gurnick (VP, Review Support & Accountability), John Jeffrey (General Counsel and Secretary), Alice Jensen (Senior Manager, Implementation Operations), Jason Kean (Project Manager, Review Support & Accountability), Laena Rahim (Regional Counsel, APAC), Carlos Reyes (Director, Policy and Strategy), Lisa Saulino (Board Operations Specialist), Giovanni Seppia (VP, Implementation Operations), 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.
- 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.
In connection with the open action item "GNSO Charter revision process" (in relation to the outstanding issue of whether the OEC should "notify" the Board when a Public Comment proceeding is going to be initiated, as the Board should be aware of what is underway; or whether periodic updates to the Board would suffice), Avri Doria commented that she had previously raised this issue with the then Board Chair. Given the recent changes in the Board and OEC leaderships, and recognizing the importance of this topic, the Chair agreed to consult the Board Governance Committee (BGC) and the new Board Chair to address this issue, to ensure that the OEC is aligned with the BGC's approach and processes.
The OEC agreed to continue its discussion on this topic at its future meetings.
The Chair to consult the BGC and the Board Chair to seek their input and feedback in relation to the topic of whether the OEC's operating procedures should be revised to include a requirement for the OEC to notify the Board when opening a Public Comment proceeding.
Discussion: Effective and efficient working methods for the OEC – The objective of this agenda item is for the OEC to discuss and evaluate the effective and efficient methods for the OEC to perform its work.
The Chair briefly shared the OEC's oversight role for Organizational and Specific Reviews, as well as for Periodic or Special Reviews (i.e., the IANA Naming Function Review), as mandated by the Bylaws. Based on the specific areas/activities that are highlighted in the OEC Work Plan, the Chair made some observations:
- Planning: The OEC Work Plan highlights the relevant projects and upcoming milestones for the OEC, and it enables the OEC to chart and monitor its upcoming work.
- Communication: In its upcoming meetings, the OEC members should consider and continue discussing the effective methods of communication with the Board and the other Board Committees, as well as the with community, and to seek guidance and input from the BGC.
- ICANN organization updates during OEC meetings: The OEC members are required to do their preliminary reading in advance of OEC meetings, so that the meetings can focus on discussions and inputs in relation to the updates provided by ICANN org.
Brainstorming sessions and other methods: The Chair suggested, and the OEC members agreed, to have brainstorming sessions and/or email exchanges to discuss and address specific issues and for information sharing. The OEC will also consider the use of collaboration tools for information exchange. The OEC noted that while additional brainstorming sessions may be required, every effort should be made by the OEC to carry out its work within the timeframe and cadence of its monthly meetings. The OEC also suggested that instead of having additional brainstorming sessions, the existing scheduled monthly calls could be divided into two parts – one part a formal OEC meeting, and the other part an informal brainstorming session.
The OEC will continue its discussion and consider the suggestions on how to better structure its meetings.
- At a future OEC meeting, for the benefit of Chris Chapman as a newly appointed member of the OEC, ICANN org to provide a comprehensive overview of the work and responsibilities of the OEC under its charter.
In relation to the proposed brainstorming sessions, in terms of priority, the OEC members are supportive of discussing the topics "Identification of issues which the OEC needs to deal with" and "How to approach the implementation of Recommendation 10 (Rebalancing of the NomCom) from the NomCom Review".
Preliminary Discussion: Planning and Prioritization for the OEC – The Chair initiated a discussion in relation to working closely and coordinating with the Board Strategic Planning Committee (BSPC) towards developing the OEC's workplan and identifying work priorities that will contribute towards ICANN's Strategic Plan.
Under the intended approach, the BSPC will provide input to the OEC and thereafter the OEC will develop a workplan which will feed into the BSPC's strategic planning and prioritization process. Matthew Shears, as Chair of the BSPC, highlighted that the objective of the collaboration is to encourage alignment across the Board, org and the Community, as each group is working towards the goals of ICANN's Strategic Plan. A proposed mechanism (to be developed by the BSPC) will be implemented to foster better alignment and coordination between the Strategic Plan and the various activities of the Board and the Board Committees as a whole.
The OEC will continue its discussion on this topic at its future meetings.
Update on the Nominating Committee Review Implementation Working Group (NomCom RIWG) and Briefing on Next Steps – At the previous OEC meeting in August 2022, ICANN org provided an update on the NomCom RIWG's fifth and Final Implementation Status Report, which was completed and approved by the NomCom RIWG's Co-Chairs on 30 June 2022, and submitted to the OEC in August 2022.
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.
ICANN org updated the OEC on the anticipated next steps:
- ICANN org work is continuing; to finalize documentation on potential Bylaws changes, including Transition Articles.
- ICANN75 Prep Week Webinar was led by the NomCom RIWG Co-Chairs to promote the conclusion of the NomCom RIWG's work.
- ICANN org updated 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 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).
Update on the Pilot Holistic Review Draft Terms of Reference (ToR) Public Comment Proceeding – The OEC continued its discussion on this topic. ICANN org updated the OEC on the following:
- Update: The public comment proceeding opened on 30 August 2022 and will close on 20 October 2022, to seek input on the Draft ToR to be used by the Pilot Holistic Review Team. Following the close of the public comment proceeding, ICANN org will analyze the comments and present them to the ICANN Board, through the OEC, for consideration. Depending on the nature of the comments, the process may include informing the ToR Team of the comments received and engaging on the comments as needed. The ICANN Board will then coordinate through the OEC to determine and initiate the path forward.
ICANN75 Briefings: ICANN org provided briefings to multiple groups at ICANN75; reviewing the ToR process to date, highlighting the important elements of the Pilot Holistic Review and the ToR as currently drafted, and encouraging the groups to contribute to the Public Comment proceeding.
ICANN org shared some observations during their interaction with the community at ICANN75:
Concern over the ATRT3 objective "Review SO/AC/NC as a whole to determine if they continue to have a purpose in the ICANN structure as they are currently constituted or if any changes in structures and operations are desirable to improve the overall effectiveness of ICANN as well as ensure optimal representation of community views (but taking into consideration any impacts on the Board or the Empowered Community)."
- Whether it is useful and appropriate to have a group of community volunteers make recommendations on how SO/ACs should be structured.
- Depths/scope of review of SO/ACs – Stakeholder Groups, Constituencies, etc.
- Potential conflict of interest/bias of review team members.
- Process for resolving differences of opinion on ToR elements.
Lack of clarity about how Holistic Review (ATRT3 rec. 3.5) relates to evolution of Organizational Reviews into a Continuous Improvement Program (ATRT3 rec.3.6):
- Does the Holistic Review replace Organizational Reviews?
- Questions about the use of independent examiners vs. community volunteers. If an organization would still like to use independent examiners, what would be the avenues for this option?
- Scheduling and planning questions around the Pilot Holistic Review and its composition.
The OEC noted that the webinar scheduled on 11 October 2022 would provide a good opportunity for the ToR Team to provide clarity and address the concerns raised by the community.
The OEC will continue its discussion on this topic at its future meetings, and ICANN org will keep the OEC abreast of further developments.
ICANN org to circulate the registration details of the upcoming webinar on 11 October 2022 to the OEC members.
Update on Prioritized Specific Reviews Recommendations – ICANN org provided a comprehensive update to the OEC on the progress and timelines of the ongoing work for the implementation of prioritized Specific Review recommendations.
The pilot Planning Prioritization Framework project that was conducted by a community group in April – May 2022 resulted in assigning priority levels to 45 Board-approved recommendations (or components thereof) from the third Accountability and Transparency Review (ATRT3), the Competition, Consumer Trust and Consumer Choice Review (CCT), Registration Directory Service Review (RDS/WHOIS2) and the second review of the Security, Stability and Resiliency of the DNS (SSR2). ICANN org convened a dedicated cross-functional project team in June 2022 to address the outcome of the Pilot Prioritization Exercise.
The update covered the status of the recommendations since the pilot took place. ICANN org is currently working on producing the first report on the implementation of Board-approved Specific Reviews.
ICANN org will keep the OEC abreast of further developments on this topic.
Review of New Action Items and Board Caucus Group Updates – ICANN org re-capped the new action items arising from the OEC's present meeting. Brief additional update was provided by Danko Jevtovic (Chair of the Board Caucus Group on SSR2 Review) and ICANN org in relation to a group of SSR2 pending recommendations that are in the midst of being prepared for Board action:
- On 22 July 2021, the Board took action on each of the 63 final SSR2 recommendations.
- 34 recommendations were placed into one of three pending categories.
At the time of the presentation, 31 SSR2 recommendations remain in the following, pending status:
- 1 recommendation (20.2) in "pending, likely to be approved once further information is gathered to enable approval";
- 6 recommendations (6.1, 6.2, 7.4, 9.2, 16.2 and 16.3) in "pending, likely to be rejected unless additional information shows implementation is feasible"; and
- 24 recommendations (3.1, 3.2, 3.3, 4.3, 5.3, 7.1, 7.2, 7.3, 7.5, 9.3, 11.1, 12.1,12.2, 12.3, 12.4, 13.1, 13.2, 14.2, 17.1, 18.1, 18.2, 18.3, 20.1, 24.1) into "pending, holding to seek clarity or further information".
- The plan is to present other 17 recommendations to the Caucus in the coming weeks and request Board action on these recommendations plus the six that were discussed with the Board Caucus Group on SSR2 Review in early September, by the end of November 2022.
- The remaining 8 recommendations will be proposed for Board action in early 2023.
ICANN org will keep the OEC abreast of further developments on this topic.
Any Other Business –
- Proposed OEC meeting cadence - ICANN org will circulate the OEC Meeting Cadence with all the proposed meeting dates for the next coming months. OEC members to inform ICANN org of any potential issues with the proposed cadence.
The Chair called the meeting to a close.