Governance, Board Succession & Remuneration Committee Meeting Minutes

20 February 2012

Kim Heitman, Chris Disspain, Julie Hammer, Cheryl Langdon-Orr, Marty Drill, Paul Levins, Jacki O’Sullivan (Minutes)

1.    Terms of Reference
•    The Terms of Reference for the Committee were circulated via email for review prior to the meeting and were agreed by all.

2.    CEO KPIs
•    CEO KPI’s were reviewed with JH and CD after the last Committee meeting.  Short term KPI’s were set due for completion by July 2012, for reporting in August/September 2012 ready for renewal of the CEO Contract in September/October 2012.  Longer term KPI’s will be set in conjunction with the Strategic Plan after July 2012.
•    Actions:
o    JH to send final KPI’s to KH (cc; Tony Staley/CD).
o    KH to formally send KPI’s to CD on behalf of the Committee.

3.    Timetable for Directors Induction Program
•    CLO noted Induction should be held asap from time of Election to first new Board meeting
•    CD asked if the Induction should apply to all current Directors or just new ones?  Agreed first induction should be done by all current Directors with only new Directors in following years.
•    JH outlined the tentative schedule – AGM October, Board Strategic Planning Retreat November and Director’s Induction December.  Agreed half day induction should take place between AGM & first meeting of the new Board – date & location to be advised.  To be run by auDA Accountants, Lawyers and CEO.
•    Agreed brief induction session would be run immediately after the 16 April 2012 auDA Board meeting with John Higgins & Rob Gregory for those who wish to attend with first full induction to be held in November 2012 for all current Directors.
•    KH will update the auDA Board with agreed Committee outcomes at 20Feb12 Board meeting.
•    Actions:
o    Jacki research information/booklet on guide for Directors of Australian Not for Profits.

4.    Other Items
•    Accountability and Transparency Framework:  Agreed PL/Patrick Sharry to do initial draft, timeframe appx 2-3 months.
•    Agreed a separate A&TF sub-committee would be formed comprising 2 committee members, 1 additional Registrar and 1 additional independent.

5.    Next Meetings
•    Agreed future meetings would be held at 9.30am on auDA Board meeting days.