Minutes | Meeting of the Organizational Effectiveness Committee of the Board (OEC) | 18 July 2024

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

OEC Apologies: Chris Buckridge

Executive and Staff Attendees: 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), Laena Rahim (Associate General Counsel, APAC) and Giovanni Seppia (VP, Implementation Operations)

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 addition to the Open Action Items and the OEC Work Plan, the OEC Chair raised the issue of improving and streamlining the OEC's internal governance/process as it relates to actions taken by the OEC without a meeting.

   • Action Item:
     • OEC internal governance: ICANN legal to advise on requirements for actions without a meeting when moving forward a committee recommendation after small updates (e.g., editorial changes) from the OEC members, and whether the process could be streamlined in narrow circumstances.

3. Pilot Holistic Review: Update, Agreement to Proceed with Revised Operating Standards – The OEC continued its discussion on this topic. The objective of this agenda item is to obtain OEC agreement to recommend to the Board to adopt the Revised Operating Standards for the Pilot Holistic Review, in line with the 29 April 2024 Board resolution and the Pilot Holistic Review Terms of Reference.

   In terms of updates, ICANN org shared that 67 applications were received for the PHR Call for Volunteers:

   Applications by region:

   Africa	33
   LAC	11
   Europe	9
   APAC	8
   North America	6

   SO/AC Nominations sought:

   ALAC	33
   GNSO	19
   ccNSO	8
   RSSAC	3
   ASO	2
   GAC	2
   SSAC	0

   ICANN org observed that 45 (67.2%) applicants stated that they have more than 3 years of ICANN experience. In terms of gender, there were 72.7% male applicants compared to 27.3% female applicants. Further, 26 (38.8%) applicants were ICANN Fellows, including four ICANN80 Fellows. Eight applicants have previously served on past Specific Reviews; and three applicants are members of the FY25 Planning Prioritization Group.

   In terms of the next steps to convene the PHR Team, ICANN org set out the following steps:

   Dates	Steps
   23 May – 19 June	Call for Volunteers – window applications to be submitted
   20 June – 2 August	SO/Acs review list of applicants and determine their respective nominations
   5 August – 9 August	ICANN org posts list of all SO/AC nominated applicants on the PHR wiki and produces a skill and diversity analysis of nominated candidates
   12 August – 6 September	SO/AC select PHR Team members and identify review leadership from list of nominated applicants
   9 September	SO/AC Chairs inform ICANN of selected PHR Team members
   13 September	PHR Team members to be announced

   ICANN org also presented some key highlights of the draft PHR Operating Standards:

   • Format: To keep the format of existing Specific Reviews Operating Standards and relevant processes, while focusing on the work of the PHR Team.
   • Budget: The PHR Team will conduct its work virtually (no travel/ in-person meetings) and ICANN org will support the PHR Team's writing needs (in lieu of hiring a Technical Writer).
   • Process: SO/AC Chairs to nominate review team leadership. Project management discipline will be applied to the work plan, engagement plan, with input from SO/AC Chairs. Responding to a query from the OEC, ICANN org clarified that the SO/AC Chairs will select the PHR Team leadership. The OEC commented that the PHR Review provides an opportunity for the OEC and the Board to be innovative and interactive in the PHR Review, especially through the role of the Board Liaison.
   • PHR Board Liaison: The OEC Chair sent a note to the Board Governance Committee (BGC) Chair, notifying the BGC of the need to nominate a Board Liaison to the PHR. In due course, the BGC will inform the Board members of the opportunity to serve as a Liaison to the PHR, who will serve as a PHR team member. The Board will nominate a Board Liaison at its September Workshop in Los Angeles.
   • Next Steps: OEC input to be incorporated into the PHR Operating Standards, and thereafter the OEC to share the PHR Operating Standards with the Board for action.

   The OEC provided constructive feedback/input on the draft PHR Operating Standards. Pursuant to an in-depth discussion on this topic, the OEC reached an agreement to recommend to the Board to adopt the PHR Operating Standards (incorporating the OEC's suggested edits), in line with the 29 April 2024 Board resolution and the PHR Terms of Reference.

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

   • Action Item:
     • The Board to take a resolution on the PHR Operating Standards.

4. OEC Endorsement on the Competition, Consumer Trust and Consumer Choice (CCT) Review Recommendations 2, 3, 4 and 5 – The OEC continued its discussion on this topic. ICANN org briefed the OEC on the four recommendations that were in "pending" status. Prior to the meeting, ICANN org circulated a scorecard that addresses the pending CCT Recommendations 2-5:

   Recommendation 2: Collect wholesale pricing for legacy gTLDs.
   Recommendation 3: Collect transactional pricing for the gTLD marketplace.
   Recommendation 4: Collect retail pricing for the domain marketplace.
   Recommendation 5: Collect secondary market data.

   On 1 March 2019, the Board addressed the CCT Recommendations 2-5 collectively, due to the questions raised about the value of the data. The Board directed ICANN org, through the engagement of a third party, to conduct an analysis to identify what types of data would be relevant in examining the potential impacts on competition and, whether that data is available, and how it could be collected in order to benefit the work of future CCT Review Teams, noting that it would inform its decision on next steps and whether this recommendation can be adopted to move into costing discussion phase of implementation.

   At the time of the decision to place the recommendations in a pending status, the Board noted that during the public comment period of the CCT Final Report, the Registry Stakeholder Group expressed the following concerns: (1) "price information is generally business sensitive"; (2) it is not clear who will have access to such data once collected, who will "arbitrate access to the data, and to what extent", and (3) "not only should ICANN not involve itself with pricing studies, using parties' contracts with ICANN as a mechanism to force its production is terribly inappropriate".

   As directed, ICANN commissioned a study to identify what types of information are probative to assess the competition within the DNS market. The study explains that evaluation of competition within a market entails assessing whether consumer welfare and other efficiencies have increased. Price alone, including the different types of pricing data as requested by the CCT, does not demonstrate these benefits. While lower prices could be one measure of benefit, offering innovation or a better product (while not necessary at a lower price) is another key element of measuring consumer benefit and competitive impact.

   The study evaluates what other factors in addition to price could be measures of consumer benefits in the DNS market, including measurements of quantity of registrations, date on switching between TLDs, data on profitability of registry operators, and documentation of TLD innovation. Notably, the study does not take into account whether ICANN already has access to the data, or, if not, how ICANN might obtain access to the data to collect for the benefit of the future CCT Review Team.

   At the OEC's previous meeting on 23 May 2024, the OEC began its discussions on the proposed Board resolution for these pending CCT recommendations. ICANN org presented an updated text of the relevant Board Paper, for the OEC's consideration. During the present meeting, the OEC engaged in a further discussion and made further modifications to the language of the Board Paper.

   Upon consideration of ICANN org's analysis and comments on the draft Board Paper, the OEC agreed to recommend to the Board to take action on the four CCT pending recommendations (incorporating the latest proposed modifications from the OEC).

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

5. Semi-Annual OEC Activities Report (January-June 2024) – ICANN org presented an overview of the semi-annual OEC Activities Report (January-June 2024) which illustrates the status of the OEC's work/projects.

   •  Action Item:
     • ICANN org to assist the OEC to circulate the semi-annual OEC Activities Report (January-June 2024) to the BGC.
6. Upcoming Board Workshop in September 2024 in Los Angeles – The OEC will have an opportunity to update the Board on the status of the PHR at the Board Workshop in September 2024 (a 30-minute session).
7. Review of New Action Items – ICANN org recapped the new action items arising from the OEC's present meeting.

The Chair called the meeting to a close.