Minutes | Meeting of the Organizational Effectiveness Committee of the Board (OEC) | 2 April 2024

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

OEC Apologies: Chris Chapman

Executive and Staff Attendees: 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), Giovanni Seppia (VP, Implementation Operations), Theresa Swinehart (SVP, Global Domains and Strategy) and Mary Wong (VP, Strategic Policy Management).

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

The Meeting was called to order at 12:30 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" and the updated OEC work plan with ICANN organization. ICANN org provided a brief summary of the status of activities under the OEC's action items list. 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.

   In relation to "Risk Assessment", responding to a query from the OEC, ICANN org clarified that this action item is specific to various review-related projects. ICANN org conducts this work as part of its internal risk management work, and there are internal processes in place to ensure that high-level risks are escalated to the Board Risk Committee.

3. Proposed Recommendation to the Board on Timing of ATRT4 – ICANN org provided an update on this topic.

   Proposed steps towards Board action:

   • OEC to discuss SO/AC Chair responses to ICANN org's letter on the timing of ATRT4.
   • OEC to develop a recommendation on the timing for ATRT4 for Board discussion.
   • OEC to brief the Board on community consultation and present its recommendation to the Board.
   • The Board to take a resolution on the timing of ATRT4 at the Special Board Meeting in April 2024 (date to be confirmed).

   ICANN org noted that four SO/ACs responded to ICANN org's letter on the timing of ATRT4 (four groups within the GNSO also responded separately). 75% of respondents either did not object or support the deferral; while 25% of the respondents were supportive of starting ATRT4 on schedule.

   ICANN org provided a brief summary of the reasons cited for deferring ATRT4 (three groups):

   • Unimplemented ATRT3 Recommendations - ccNSO, GNSO
     • ccNSO: "Launching a review knowing that parts of the ATRT3 Recommendations have not yet been implemented, is premature."
     • GNSO: "Given the delay in implementing recommendations from ATRT3, the GNSO Council does not object to a deferral of ATRT4."
   • Capacity issues/competing work - ccNSO, GAC
     • ccNSO: "Running three (3) cross community efforts in parallel (ATRT4, Pilot Holistic Review and developing and implementing the Continuous Improvement Program) would create capacity issues, not only in terms of finding adequate volunteers, but also in terms of overall workload for the ccNSO and possibly other SOs and ACs as they will have to monitor progress, provide input and respond to suggestions."
     • GAC: "Committee members are keenly aware of the time and efforts currently being devoted by community volunteers on a number of important policy and operational issues. Consequently, the committee would not oppose a deferral of the ATRT4 initiative (for a limited and defined time period) until after the completion of the Holistic Review."

   ICANN org also shared the reasons cited for initiating ATRT4 on schedule (one group):

   • Lack of oversight over ICANN - ALAC
     • "To delay ATRT4 would be to leave ICANN without oversight. The bottom-up multistakeholder oversight performed by the ATRT is the foundation of ICANN's legitimacy as a free-standing organization free of government, IGO, or other external supervision."
   • Historical capacity to run 2 reviews at the same time - ALAC
     • "Doing two reviews in similar time frames is, in ALAC/At-Large's opinion, well within ICANN's historical capabilities, though adequate resourcing, staff cooperation and assistance, such as the early contracting of a suitably experienced technical writer to assist the Review Teams, will be necessary."

   Suggested timing of ATRT4 deferral (3 groups):

   • Following the completion of the Pilot Holistic Review/implementation of ATRT3 Recommendations - GAC, ccNSO, GNSO
     • GAC: "the committee would not oppose a deferral of the ATRT4 initiative (for a limited and defined time period) until after the completion of the Holistic Review."
     • ccNSO: "Launching a review knowing that parts of the ATRT3 Recommendations have not yet been implemented, is premature."
     • GNSO: "Given the delay in implementing recommendations from ATRT3, the GNSO Council does not object to a deferral of ATRT4.
       • *RySG: "we believe a preferable timeline would be to launch the ATRT4 Review after the Pilot Holistic Review has concluded."

   Based on the responses received from the SO/AC Chairs, ICANN org presented two potential deferral options during the meeting.

   Option 1: Deferral until conclusion of Pilot Holistic Review (PHR) (Start date: November 2025)

   Pros:

   • Able to assess implementation of all ATRT3 recommendations.
   • No overlap with PHR and Continuous Improvement Program (CIP). Coordinated planning and project management. Responsive to community concerns.
   • Cost/benefit: resources required fully deployed to conduct a complete review.

   Cons:

   • Longer deferral; perception by some community members of lack of community oversight. There are mitigations for this - Board oversight, regular updates on status of implementation.

   Option 2: Deferral of twelve months (Start date: April 2025)

   Pros:

   • Shorter deferral; diminished perception by some community members of lack of oversight.
   • Resolve the future of RDS and SSR reviews.

   Cons:

   • Unable to assess implementation of all ATRT3 recommendations; limited scope of work.
   • Overlap with PHR (CIP) impacting bandwidth, duplication of work and confusion. Need for two separate review teams (PHR and ATRT4).
   • Cost/benefit: resources required cannot be fully deployed to conduct a complete review.

   Some observations and/or comments from the OEC on the two options presented above:

   • In relation to Option 1, the OEC raised its concern about how the continuous improvement program would work alongside Option 1. ICANN org provided clarification on the status of the ongoing work by the Continuous Improvement Program - Community Coordination Group (CIP-CCG) towards developing a CIP framework. ICANN org noted that ideally, the work of the CIP-CCG would progress sufficiently to move forward with the Bylaws amendment process that would replace organizational reviews with a CIP.
   • The OEC noted that there is still some confusion about ATRT3 recommendations, and the delay involved in implementing some of its recommendations.
   • ICANN org emphasized that the work around the Pilot Holistic Review and the CIP will contribute to the accountability of reviews, and more information and regular updates will be provided to the community and the Board.
   • In the context of timing of reviews, the OEC also discussed and clarified the confusion around the "start date" of a review. The OEC reiterated that clarity is crucial in terms of the start date of the ATRT4 deferral (to include pre-planning and prep time that is part of the work).
   • The OEC further noted that the deferral of ATRT4 would allow the work of the PHR be completed, in parallel with the work of the Lifecycle of Reviews project.
   • Timelines for all the different reviews (e.g., ATRT4, PHR) should be made clear, and this would involve a significant level of engagement and participation of community members.

   Pursuant to an in-depth discussion on this topic, the OEC unanimously agreed to recommend to the Board to defer ATRT4 by twelve months (April 2025). The ATRT4 would convene in October/November 2025.

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

   • Action Item:
     • ICANN org to assist the OEC to draft a Board Paper to recommend that the Board defer ATRT4 for a limited time not to exceed twelve months, for the OEC's review and approval.

4. Proposed Recommendation to the Board on the Initiation of the Pilot Holistic Review (PHR) – The OEC continued its discussion on this topic.

   In terms of the next steps toward Board action to convene the PHR Team, the OEC approved the updates to the Revised PHR Draft TOR, the draft Board Paper and the supporting materials on the initiation of the PHR (circulated to the OEC prior to the meeting).
   The OEC will continue its discussion on this topic at its future meetings.

   • Action Items:
     • The OEC to forward its recommendation to the Board on the initiation of the PHR.
     • The Board to take action on the initiation of the PHR at the Special Board Meeting in April 2024.
5. Decisions Reached via E-Mail – The Chair noted the decision which the OEC has reached via e-mail. The OEC voted unanimously via e-mail to take the following action:
   • Approved the Registry Stakeholder Group (RySG) Charter Amendments for Public Comment – On 6 March 2024, the OEC approved the RySG charter amendments via email. Thereafter, Phase III of the Process for Amending GNSO Stakeholder Group and Constituency Charters will commence (Public Comments).
6. Review of New Action Items – The Chair recapped the new action items arising from the OEC's present meeting.
7. Any Other Business
   • Use of Artificial Intelligence (AI) tools for purposes of reviews – Upon the Chair's request, ICANN org briefed the OEC that it is reviewing the topic internally. ICANN org will provide a more in-depth update on this topic in due course.
   • Potential Bylaws amendments in relation to the transformation of organizational reviews to CIP and the PHR - ICANN org noted that Bylaws changes will be required and this has been factored into ICANN org's work plan.
   • Updates on Specific Reviews (CCT) pending recommendations for Board consideration and Work Stream 2 recommendations implementation – ICANN org presented a brief update on the status of CCT recommendations pending Board consideration, and WS2 Recommendations in relation to the Ombuds Office.

The Chair called the meeting to a close.