Minutes | Meeting of the Organizational Effectiveness Committee of the Board (OEC) | 22 April 2024

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

OEC Apologies: Chris Chapman and James Galvin

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), Alice Jansen (Implementation Operations Director – Reviews), 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 14:00 UTC.

1. Agenda – The Chair established the agenda for the meeting and gave an overview of items to be discussed.
2. "Unaffiliated" Director Definition Item from the Second Organizational Review of the Nominating Committee (NomCom2) – OEC Plan for Board Discussion at the May 2024 Workshop – The OEC continued its discussion on this topic. ICANN organization provided a brief summary of the work that has been accomplished by the OEC over the past year, demonstrating the OEC's intent to support the Board in moving forward with the discussion on the "Unaffiliated" Director definition. ICANN org shared its observations based on the work and research that was carried out, and made the following recommendation to the OEC:
   • For the Board to acknowledge that the issue goes beyond the structural review of the NomCom into a broader governance concern; and that there is some time to address this issue, as anticipated Board composition maintains three "Unaffiliated" Directors seated through October 2025.
   • To recommend broader Board involvement in future discussions due to the interplay of governance/potential Conflict of Interest (CoI) concerns.
   • To initiate a conversation with the Board by carrying out a re-evaluation /identification of principles of what is trying to be achieved.

   ICANN org shared additional governance concerns:

   • Renewed focus on CoI as ICANN approaches major initiatives.
   • Impact of "Unaffiliated" Director conversation should be linked to CoI.

   ICANN org posed several potential questions for the Board's consideration to move forward with this conversation, e.g.:

   • Does the history of NomCom selection demonstrate a need to formalize the definition of an "Unaffiliated" Director and its target numbers?
   • Is three the right number? Are there governance impacts when it is more or less?
   • What are the important hallmarks of "unaffiliation" – any prior ICANN experience? Years away from ecosystem?
   • Is the NomCom's current community selection posture fit for bringing in more independent voices?

   ICANN org proposed to formulate a write-up for the Board on the history of the conversations that the OEC have had on this topic, identifying some of the bigger picture principles and governance issues. The Board needs to consider which grouping(s) of the Board should be involved in this discussion; and its engagement with the community. The Board should also consider identifying the principles that are critical in relation to this issue and acknowledge some of the interplay with the other issues that are happening within the community now (including the NomCom rebalancing issue).

   Some comments and observations from the OEC:

   • To consider whether even though the NomCom is already doing it in practice, there is no existing definition of "Unaffiliated" Director. Therefore, is it timely for the Board to focus on this issue at this juncture?
   • It may be significantly difficult for the NomCom to appoint three Unaffiliated Directors.
   • More voices and perspectives from the community and different groups are needed.
   • Is it more important to focus on the unaffiliated stance of the directors as opposed to the Board's needs for the upcoming term? ICANN org briefly informed the OEC of the current process - the BGC goes through a skills assessment for each NomCom cycle to assess the types of skill needed on the Board on the current composition.
   • The importance of having Unaffiliated Directors on the Board.

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

   • Action Items:
     • ICANN org to propose a framework and to facilitate the OEC's work toward proposing a framework for the OEC's discussion with the Board to close the loop on the March 2023 resolution.
     • Board Workshop: ICANN org to schedule a Board discussion slot during the June Board Workshop/ICANN80, to discuss this topic.

3. NomCom Rebalancing Item from the NomCom2 – OEC Plan for Board Discussion at the May 2024 Workshop – The OEC continued its discussion on this topic. The objective of this agenda item is to assist the OEC to determine what additional information the OEC would find useful as it considers the NomCom rebalancing issue and work with the Board on the broader topic of ICANN governance.

   ICANN org provided a historical context of the topic of rebalancing the NomCom. Both the first and second organizational reviews of the NomCom issued recommendations on rebalancing the NomCom but different proposals to rebalance were not supported by the community and were not implemented.

   In March 2023, the ICANN Board acknowledged the withdrawal of NomCom2 Review Recommendation 10 pertaining to NomCom rebalancing, directing ICANN org to "facilitate and support Board's engagement with the Supporting Organizations (SOs) and Advisory Committees (ACs) to understand community views on how the NomCom should be rebalanced", and provide the Board with an update by September 2023. In September 2023, the Board discussed the wide-ranging feedback received from the community, and requested further study to be done into options for next steps.

   In February 2024, ICANN org conducted a benchmarking study of 11 similar organizations to ICANN (e.g., IETF, ISOC, ITU, IGF, etc.). The benchmarking research demonstrates that ICANN is unique in how it sources, assesses and selects individuals for the Board and other community leadership roles.

   To help facilitate the OEC's discussion with the Board, ICANN org posed the following questions for the OEC's consideration:

   • What problem is the rebalancing of the NomCom attempting to solve?
   • What processes should be followed by the Board and the community in seeking the solution? How would the Board balance this request with other community input that is different?
   • How should the Board engage with the community to inform their understanding of the issue and the work to date?

   As the NomCom rebalancing may evolve into a broader ICANN governance discussion, ICANN org noted that the BGC's involvement in future discussions may be necessary. ICANN org further added that the implementation of ATRT3 recommendations are underway and there are two areas that are in implementation that relate/ have an impact on this topic and vice versa – the Holistic Review and the Continuous Improvement Program.

   The Chair recommended the OEC and ICANN org to consider the questions more carefully and have a brainstorming session to discuss the issue with the Board – e.g., what is the problem the NomCom is trying to solve? Why do we have the NomCom and how do we ensure that the NomCom serves its purpose?

   While not every recommendation that came out of the independent examiner's report could be and/or should be implemented, the Chair noted that these issues should be addressed now as new ICANN structures will come into existence.

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

   • Action Items:
     • ICANN org to propose a framework and to facilitate the OEC's work toward proposing a framework for the OEC's discussion with the Board to close the loop on the March 2023 resolution.
     • Board Workshop: ICANN org to schedule a Board discussion slot during the June Board Workshop/ICANN80, to discuss this topic.
4. Proposed Recommendation to the Board on the Timing of the ATRT4 - Pursuant to the OEC meeting on 2 April 2024, ICANN org circulated a draft Board Paper to the OEC, to recommend that the Board defer ATRT4 for a limited time not to exceed twelve months, for the OEC's review and approval. During the meeting, the OEC provided additional comments and suggestions on the draft Board Paper.
   • Action Item:
     • ICANN org to re-circulate the redlined draft Board Paper to the OEC, addressing input from the ALAC and SSAC.

The Chair called the meeting to a close.