Minutes | Meeting of the Organizational Effectiveness Committee of the Board (OEC) | 14 December 2023

OEC Attendees: Katrina Sataki – Chair, Chris Buckridge, Chris Chapman, Edmon Chung and James Galvin

OEC Apologies: Alan Barrett

Executive and Staff Attendees: Eleeza Agopian (VP, Strategic Initiatives), Xavier Calvez (SVP, Planning and Chief Financial Officer), Franco Carrasco (Board Operations Manager), Samantha Eisner (Deputy General Counsel), Evin Erdogdu (Project Manager, Review Support & Accountability), Larisa Gurnick (VP, Review Support & Accountability), Alice Jansen (Implementation Operations Director – Reviews), Jason Kean (Project Manager, Review Support & Accountability), Laena Rahim (Associate General Counsel, APAC), Amanda Rose (Contractual Compliance Lead), Giovanni Seppia (VP, Implementation Operations) and Theresa Swinehart (SVP, Global Domains and Strategy).

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 the OEC Work Plan – 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.

   With regards to an item on the Watchlist, "Community Engagement on Reviews", ICANN org highlighted that this topic was raised in the context of the Pilot Holistic Review, for the OEC to discuss whether the Board has a role in supporting groups within an ICANN entity to address dissatisfaction or perceived structural concerns.

   In relation to the OEC work plan, ICANN org will provide an updated work plan to the OEC at its next meeting (to include cadence of meetings).

   ICANN org is in the midst of updating the OEC activities report which will feature all the OEC's accomplishments from 1 July to 31 December 2023. ICANN org intends to circulate the draft OEC activities report to the OEC in early January 2024, and thereafter circulate it to the Board Governance Committee (BGC).

3. Second Registration Directory Service Review (RDS-WHOIS2) Recommendations Pending Board Consideration – ICANN org briefed the OEC on the four recommendations that were in "pending" status (provided the rationale and associated analysis).

   The RDS Review is one of the four Specific Reviews anchored in Article 4, Section 4.6 of the ICANN Bylaws. Pursuant to the ICANN Bylaws, the RDS-WHOIS2 reviewed the effectiveness of the then-current gTLD registry directory services and whether their implementation meets the legitimate needs of law enforcement, promotes consumer trust, and safeguards registrant data.

   The proposed action was in furtherance of the 25 February 2020 Board resolution that placed four recommendations issued by the RDS-WHOIS (Recommendations 4.1, 4.2, 5.1 and 10.1) in "pending status".

   Following an in-depth assessment of these recommendations and subsequent discussion with the Board Caucus on Data Protection/Privacy, ICANN org presented the OEC with information to proceed with a recommendation to the full Board on the four pending recommendations.

   The OEC considered the assessment produced by ICANN org and confirmed its alignment with the Board Caucus on Data/Protection and Privacy recommendation. The OEC unanimously agreed upon a recommendation to the Board on the rejection of Recommendations 4.1, 4.2, 5.1 and 10.1, as documented in the Board scorecard.

   • Action Item:

     • The OEC to forward its recommendation to the Board for its consideration.

4. Process for Retirement of Non-Policy Recommendations – The OEC continued its discussion on this topic. Prior to the meeting, ICANN org circulated the updated version of the process for retirement of non-policy recommendations to the OEC.

   ATRT3 Recommendation 5 prompted a process for the retirement of non-policy recommendations (emerging from Specific Reviews or cross-community working groups). The process formulated by ICANN org is to be used in exceptional cases and according to specific criteria. Since the OEC's previous discussion on this topic at its meeting in July 2023, the process has been shared with the Board's Strategic Planning Committee for information, and SO/AC leaders and their communities for feedback. The community consultation yielded comments of support from the ALAC, GNSO, and ccNSO, including some suggestions for improvement.

   ICANN org provided a summary of the process, and highlighted the modifications made based on the feedback received, that includes empowerment for community groups that selected membership of a Specific Review or serving as a Chartering Organization of a Cross-Community working group to recommend the initiation of a retirement process for a given recommendation and earlier community engagement in the process.

   The OEC discussed the proposed updates, and expressed its endorsement of the revised process, to be incorporated into version 4 of the Planning Prioritization Framework and referenced in the relevant documentation, such as a revised version of the Operating Standards for Specific Reviews.

5. Update on the Public Comment Proceeding on the Pilot Holistic Review (PHR) Revised ToR – The OEC continued its discussion on this topic. ICANN org briefed the OEC on ICANN org's analysis of the Public Comment proceeding on the revised Draft ToR which was open from 28 September to 27 November 2023. The OEC discussed that while there were many supportive comments, an area of concern across many comments reflected on an apparent continuation of an area of impasse regarding the Holistic Review objective stating:

   "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 to ensure optimal representation of community reviews (but taking into consideration any impacts on the Board or the Empowered Community."

   This objective is connected to concerns raised related to the Holistic Review's scope, lack of independent examination, community workload/ability to develop consensus, the review's timeline, and next steps.

   As next steps, ICANN org presented a range of options for the OEC's consideration, from proceeding with the Pilot Holistic Review either with the objective for which concerns still seem to exist or without, through to considering how the forthcoming Fourth Accountability and Transparency Review might help clarify this objective for future implementation.

   Upon being briefed by ICANN org on the options for the OEC's consideration, the OEC Chair reiterated the importance of understanding how divergent the community's views are on the abovementioned objective. Given that there is currently no alignment within the community, ICANN org stressed the importance of the OEC to consider and weigh community workload, bandwidth and efficient use of resources, along with other discussed considerations.

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

   1. Action Item:

      1. The OEC Chair requested OEC members to review all the comments received from the PHR revised ToR Public Comment proceeding and the revised ToR (by 20 December 2023) and to share their thoughts on a way forward via the OEC mailing list.

The Chair called the meeting to a close.