ICANN Board Review

The ICANN Board Review (Board) was conducted between 2007 and 2010, using the organizational review model.

Background

Article 4.4 of the ICANN Bylaws requires periodic review of all supporting organizations and advisory committees, as well as the Nominating Committee. The bylaws state three objectives for the review:

1. to determine whether that organization, council or committee has a continuing purpose in the ICANN structure;
2. if so, whether any change in structure or operations is desirable to improve its effectiveness; and
3. whether that organization, council or committee is accountable to its constituencies, stakeholder groups, organizations and other stakeholders.

Organizational reviews are conducted by independent examiners, selected through a competitive bidding process. The independent examiner works in consultation with a working group assembled by the board, who will act as implementation shepherds once the final report of the independent examiner is submitted. The review parameters are set by the ICANN Board, and those parameters as well as other avenues of inquiry are typically included in the request for proposals (RFP) for independent examiners. Reviews can take anywhere from three to five years to complete. The full review process includes seven phases, including the implementation of recommendations from the review. Reviews must be conducted at least every five years, measuring from the date that the final report of the previous review was accepted by the ICANN Board.

The ICANN Board, in developing this independent review process, determined that it would be a "good practice" for the board to also participate in an independent review process. The review took place only once. Although it is deemed complete, it is unclear that any tangible actions or outcomes resulted from the review.

Initiation and Appointments

The board drafted a Terms of Reference (ToR) for the review in September 2007. The ToR contained many questions for consideration, ranging from inquiries into best practices for nonprofit organizations generally to specific questions about the operations and strategic direction of the ICANN Board. In April 2008, the board issued an RFP for an independent evaluator for the Board review. On June 26, the board appointed Boston Consulting Group (BCG) as the independent evaluator. It also formed a working group for the Board review, and appointed seven members to the group. The RFP posed two central questions for the review: whether the board is fulfilling its purpose within the ICANN structure; and if so, whether there are any structural or operational improvements that the board should implement to increase its effectiveness in fulfilling its mission.

Review, Findings, and Recommendations

BCG utilized four main strategies for conducting its review of the board:

1. interviews with current and former board members, ICANN executives and other staff who frequently interact with the board, and a representative group of leaders and volunteers from the SOs and ACs;
2. a survey regarding the board's role, people, processes, and behaviors, directed at the ICANN board, ICANN org, and members of the SOs and ACs;
3. benchmarking ICANN board performance against comparable organizations, based on comparative analysis of survey data and other metrics; and
4. adapting and applying best practices for boards in other contexts and comparing ICANN's process and potential for improvement with such practices as a model.

With regard to the last point, BCG made a point of acknowledging that ICANN's process, including the multistakeholder model has unique features, such that recommendations regarding "best" practices may or may not be as useful as in other situations:

[O]ur strong view on governance models is that many of the so-called ‘best practices’ are simply ‘common practices’ and, in any case, only include those practices that can be monitored by analysts who are outside the boardroom. Rather, while working inside boardrooms we observe different structures and different processes working successfully in similar situations. The professionalism and goodwill of individuals involved also tends to overcome any inherent structural difficulties. As someone once put it – "good people will compensate for a bad structure but the reverse is certainly not true". That said, we also have observed many good ideas and practices which are transferable and any appropriate to ICANN have been included in this report. But we make the important point that we come to this review with few dogmatic views about board structures or practice. To the extent that ICANN’s governance structures are unique and in some instances seem to run counter to conventional governance thinking, this isn’t a problem for us. Rather, we are interested in whether it works or can be improved. And we do understand and appreciate ICANN’s mission which is to ensure bottom-up control and avoidance of ‘capture’.

BCG's final report was largely complementary of the board's actions. Focusing on the core issues of the board's role, people, processes, and behaviors, the report found that "the ICANN board is working well given its organisational model and board structure." It offered eight recommendations that were categorized across three broad themes: structure; capability; and purpose. The recommendations each contained multiple implementation suggestions or action items.

Recommendations

Structure

1. Reduce the size of the board.
2. Reduce the frequency and increase the length of board meetings.
3. Consolidate board committees and be judicious in the formation of new committees.
The most impactful recommendation was #1, regarding board size and composition. At the time of the review, the ICANN Board had twenty-one members. BCG believed that to be too large, and presented findings that indicated that the ICANN board, org, and community agreed:

Our interviews in the course of this project as well as the responses to our questionnaire also indicate a widespread view that the board size is an issue. Only one third of board members and less than 15 percent of management agreed that the board size (21 members) works satisfactorily (Proposition B2). In the Supporting Organisation survey, only 5 percent of respondents agreed that the current board structure and membership rules are the best way to protect the public trust.

The report provided two possible routes for reducing the number of board members. Option 1 suggested a reduction to fifteen members, converting "liaison" seats to a group of experts separate from and available to the board and directors for reference, eliminating the GAC seat and replacing it with a board observer (and, optionally, an observer representing the technical community), reducing NomCom seats from 6 to 8, and creating one or two ALAC nominated seats. Option 2 went further, proposing a reduction to nine members: one seat from each of the SO/ACs (including, optionally, a seat for ALAC); four from the NomCom, and the ICANN President; with observers from the GAC and technical community. This option suggested considering a majority of NomCom appointees (five instead of four), which could be implemented by either not instituting an ALAC seat or removing one of the other SO/AC seats.

Capability

4. Broaden the skills of the board.
5. Make board membership more sustainable.
6. Build a "high performance" board culture.

Purpose

7. Strengthen the strategic purpose of the board.
8. Clarify the board's accountabilities.