Minutes | Meeting of the Organizational Effectiveness Committee of the Board (OEC) | 12 January 2023

OEC Attendees: Katrina Sataki – Chair, Alan Barrett, Maarten Botterman, Chris Chapman, Avri Doria and Matthew Shears

Executive and Staff Attendees: Michelle Bright (Board Content Coordination Director), Xavier Calvez (SVP, Planning and Chief Financial Officer), Franco Carrasco (Board Operations Manager), Steve Conte (Senior Director, IROS Operations), Samantha Eisner (Deputy General Counsel), Evin Erdogdu (Project Manager, Review Support & Accountability), Negar Farzinnia (Director, Implementation Operations), Larisa Gurnick (VP, Review Support & Accountability), Alice Jensen (Senior Manager, Implementation Operations), Jason Kean (Project Manager, Review Support & Accountability), Laena Rahim (Regional Counsel, APAC), Carlos Reyes (Director, Policy and Strategy), 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 19:00 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 Recently Completed Action Items – The OEC reviewed the "Open Action Items" with ICANN organization. The OEC noted that some of the "Open Action Items" will be discussed at the current meeting. Several action items 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.

3. Update on the Pilot Holistic Review – The OEC continued its discussion on this topic. Pursuant to its previous meeting in December 2022, the OEC convened a small team (comprising the OEC Chair (Katrina Sataki), Avri Doria and Matthew Shears) to gain further clarity and to review the concerns raised by the community during the Public Comment proceeding on the draft Terms of Reference (ToR) for the Pilot Holistic Review.

   The OEC agreed that the next logical step is for ICANN org to carry out an initial assessment of the relevance of the comments received during the Public Comment proceeding to the Pilot Holistic Review as expressed in the ToR. ICANN org's assessment of the comments received should consider the following questions:

   • Has the comment/suggestion/objection been addressed by the ATRT3 Final Report?
   • If yes, does the wording as reflected in the draft ToR need to be clarified?
   • If no, what should the potential next steps be?

   The OEC noted that the community raised some significant questions for the OEC to consider. While some questions are relatively easy to address, other questions are more fundamental in nature (e.g., the scope of the Holistic Review). Further, the OEC observed that the questions/comments posed by the community during the Public Comment proceeding demonstrate the guidance provided by the ATRT3 is not sufficient and further clarity is required by the community on this topic.

   The OEC observed that the Holistic Review is an uncharted territory and thus, the OEC should focus on trying to ascertain what a Holistic Review would entail. For instance, will the Pilot Holistic Review examine how future Holistic Reviews would be undertaken, or should the Pilot actually comprise a review. Another issue to consider is the "continuous improvement process" which is a key contributing element to the Holistic Review. The OEC agreed that at this juncture, the OEC needs to identify the gaps to gain a better understanding of how the Holistic Review would be undertaken. The OEC commented that fresh views from newer members of the OEC would provide an added perspective to this exercise.

   ICANN org will encapsulate the elements of the OEC's discussion on this topic and propose a potential path forward. From the implementation perspective, ICANN org noted that at present, it would be difficult to know what to implement as the Pilot Holistic Review, given that it is still unclear as to what needs to be designed. A deeper analysis of the public comments received might enable the OEC to understand and define what needs to be designed, piloted, examined, etc.

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

   • Action Item:

     • ICANN org to assist the OEC to carry out an initial assessment of the relevance of the comments received during the Public Comment proceeding to the Pilot Holistic Review as expressed in the ToR. ICANN org to update the OEC by 19 January 2023 on a tentative deadline for completion of this exercise.

4. Nominating Committee Review (NomCom2) Implementation Update – At its previous meeting in December 2022, the OEC requested ICANN org to develop ideas to address the issue of the NomCom RIWG's withdrawal of implementation of NomCom2 Review Recommendation 10 (Rebalancing the NomCom), by formulating a more 'proactive" potential solution.

   For purposes of the OEC's discussion, ICANN org presented some questions:

   • Who should lead the effort of proactively developing a potential solution?
   • Should the implementation steps be re-examined and addressed (i.e., developing principles for rebalancing the NomCom)?
   • Would there be an opportunity for the Board to engage with the SO/ACs on this topic, and when? How does the OEC see engaging the Board on this?

   The OEC agreed that Recommendation 10 is a significant issue for some parts of the community and it is timely for the Board (via the OEC) to lead the effort of coordinating and developing a potential solution, in collaboration with the community and ICANN org. The OEC noted the absence of a definition of what it means to be "balanced".

   In terms of the proposed next steps, ICANN org reviewed the NomCom RIWG's initial implementation plan for this recommendation. While the NomCom RIWG diverged from its initial plan and proposed a tailored solution that was not supported by the community, the initial implementation plan still could guide future action. In particular, "developing a set of principles to guide rebalancing the NomCom" and performance of a subsequent gap analysis over those principles are likely to be informative.

   The OEC noted that when reviewing this issue, it is essential to think outside the box and not limit the assessment and solution to the current structure. The OEC agreed to have a brainstorming session on this topic at one of its future meetings. The OEC further proposed to engage in an open discussion with the community (e.g., a webinar) after ICANN76 to frame this topic for discussion in terms of the scope, the definition of balance, etc.; and to obtain initial community feedback. Potential questions to pose to the community via the SO/ACs may include: How do you suggest that the NomCom be rebalanced, who should conduct this work, and how would your community group prioritize this work within your planning efforts?

   ICANN org also previewed for the OEC an update to a proposed resolution for the Board's action to reflect the Board's intention to engage with the community on NomCom rebalancing, as part of the acceptance of the withdrawal of the implementation of Recommendation 10. At this time, the OEC anticipates a cadence of engagement with the community to support the SO/AC's role in addressing this particular issue.

   In relation to a definition of "Unaffiliated Directors", ICANN org reported that continued progress has been made to finalize the statement. ICANN org also received additional clarity from the NomCom RIWG to guide the "Unaffiliated Directors' definition.

   ICANN org also informed the OEC that the RSSAC has expressed its interest to revert to the prior RSSAC membership selection model, which does not include Board selection. By way of background, the RSSAC had transitioned to a membership model where the Board appointed the RSSAC membership, as a result of a prior organizational review (similar to the SSAC). With the RSSAC moving to a voting role in the NomCom, the RSSAC is concerned that the current membership selection model creates conflict. A couple of years ago, ICANN org worked with the RSSAC team to develop some proposed language around the RSSAC membership selection model, and thus this proposal can be included in the package with the NomCom2 Review proposed Bylaws amendments. In response to a query from the OEC, ICANN org clarified that the RSSAC is not proposing for the seats in the RSSAC to be nominated by the NomCom (the NomCom does not appoint any role/position within the RSSAC and there is no recommendation to change that). In the proposed model, the RSSAC would select their own membership.

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

   • Action Items:

     • Future rebalancing of the NomCom: The OEC suggested having further discussion/brainstorming session, with support from ICANN org, to plan the next steps to address the rebalancing issue.
     • Draft Board Paper: ICANN org to further revise the draft Board Resolution, to incorporate the OEC's relevant suggestions.
     • Materials for OEC action: The OEC to discuss its recommendation to the Board for resolution to initiate Bylaws Amendment process in February 2023.

5. Discussion and Review of the OEC Charter – The OEC continued its discussion on this topic. ICANN org reiterated that the OEC is expected to review its charter annually. At the OEC's previous meeting, ICANN org provided a historical perspective on how the committee evolved over time and the implications of the evolution of the committee on the OEC Charter. At this juncture, a potential way forward is for the OEC to ascertain (a) revisions to the current Charter to be made now; and (b) revisions to be made at a later time.

   The OEC will continue to discuss this topic at its future meetings.

   • Action Item:

     • ICANN org to assist the OEC with the categorization of the proposed redline revisions to the OEC Charter, for the OEC's review and discussion at its next meeting in February 2023.
6. Review of New Action Items – The OEC Chair recapped the new action items arising from the OEC's present meeting.
7. Any Other Business
   • E-mail Approval of OEC Preliminary Report - ICANN org informed the OEC that the 8 December 2022 preliminary report has been circulated to the OEC via e-mail for approval.

The Chair called the meeting to a close.