Governance, Board Succession & Remuneration Committee Meeting Minutes

16 April 2012

Kim Heitman, Julie Hammer, Cheryl Langdon-Orr, Marty Drill, Paul Levins, Chris Disspain (phone)

Staff Support: Jo Lim


1. Director remuneration
Independent directors’ fees are reviewed every two years. Kim Heitman advised that the draft 2012/13 budget allows for a 10% increase to independent directors’ remuneration. The Committee agreed to recommend to the Board that independent directors’ fees be increased by 10%, to reflect cost of living increase. Julie Hammer recused herself from the discussion.

The Committee also considered whether elected director sitting fees (currently $750 per meeting) should be reviewed. It was agreed that the sitting fee is not intended to attract candidates for election, it is intended as compensation/ recognition of inconvenience for attending Board meetings, and as such the current amount is appropriate.

2. Board performance evaluation framework
The Committee requested management to investigate some examples of best practice evaluation frameworks used in similar organisations. Julie Hammer advised that the Engineers Australia model may be worth considering. The Committee will invite other Board directors to suggest possible models.

Action: Chris and Jo to provide a report on best practice Board performance evaluation frameworks in May.

3. Accountability & Transparency Framework (A&TF)
Jo Lim advised that Patrick Sharry is currently working on a first draft AT&F.

Action: Chris and Jo to provide a first draft A&TF to the Committee in May.

4. Board induction process
A Board induction refresher will be held after the April Board meeting, and will provided a basis for developing a comprehensive induction process for new directors following the AGM in November.

The Committee agreed that ensuring directors are provided with updates as required, outside the induction process, is the responsibility of management in conjunction with external advisors.

Action: Chris and Jo to provide induction process and materials to the Committee for consideration in August.

5. Director skills and qualifications
The Committee discussed the need to provide better guidance to prospective candidates for election so that they understand the extent of their obligations as directors of auDA. It was agreed to publish more information for candidates before the AGM, including the summary of directors’ duties and confidentiality deed that all directors are required to sign.

The Committee also raised employer indemnities as a potential future issue that will need to be addressed.

Next meeting: The Committee will meet by teleconference in May, date to be determined.