Governance, Board Succession & Remuneration Committee Meeting Minutes

29 May 2012 - 1.00pm

Present (via teleconference):
Kim Heitman (Chair), Julie Hammer, Cheryl Langdon-Orr, Marty Drill, Paul Levins, Chris Disspain, Jo Lim,

Staff Support:
Jacki O’Sullivan (Minutes)


1. Board Performance Evaluation Framework:
•    Documents and suggested approach were circulated prior to the meeting.
•    KH advised he had also checked University Board evaluation criteria for additional items with the conclusion that most would add detail without any real benefit.  He suggested what we currently have covers the framework well for a small organisation.
•    KH asked the committee for any other thoughts on the draft and opened it for discussion.
•    CD advised he has recently completed a comprehensive self-evaluation survey for the ICANN Board compiled by a NZ organisation.  If required, CD suggested he would make contact with the survey organisation to contact KH to discuss.
•    JH advised 19 board assessment criteria had been extracted from the EA criteria and the list in 'The Book of The Board'.  JH advised those extracted were thought relevant however suggested 19 is too many assessment criteria.
•    JH suggested unless the Committee is not confident compiling the criteria, she did not think it necessary to engage an external company.  It was suggested and agreed JL would compile the criteria.
•    CD suggested a survey be put together on Survey Monkey using the identified criteria.  The committee would also need to decide what it requires analysed and next steps with the results.
•    JH suggested and it was agreed the survey and results be kept anonymous.  It also suggested a rating system (ie; 1 strongly agree - 5 strongly disagree) be included and optional additional comments for each criteria.
•    CLO suggested CD check the ICANN survey for any additional items to be added.  CD advised there was nothing specific from the ICANN survey that wasn’t already covered in the existing criteria.

Action:  All Agreed CD/JL would review and prepare the survey on the Board Performance Evaluation with the aim of a draft ready for approval by the committee at the July meeting and then for approval by the auDA Board thereafter.
2. Update on Accountability and Transparency Framework:
•    It was noted the Accountability and Transparency Framework draft was almost ready to circulate to the committee for comments pending further information from Maddocks re; Corporate responsibility.
•    It was agreed the draft would be sent to the committee by Friday 1 June 2012 for comments.

Action:  JL send draft A&T Framework to committee by Friday 1/6/12 for comments.

3. auDA Operational Plan and connection to CEO’s KPIs.
•    CD advised a high level summary operational plan was forwarded to the committee.  This was done as the full operational plan could not be circulated as it contains information that may create a conflict of interest for some members (ie; Registrar members).  The high level summary operational plan was also created so it can be made public and to give the Governance Committee sufficient information to develop the CEO KPI’s for the coming financial year by end of June 2012.
•    If the high level summary operational plan is not sufficient, a sub-committee of Governance Committee members who will have no conflict of interest will need to be created.  Alternatively, CD suggested the full operational plan be sent to those members who had no conflict of interest to develop the CEO KPI’s.  Agreed.
•    CLO noted she was happy to have the high level summary operational plan published.
•    JH noted the plan presentation, aligned with the layout of the Strategic Plan, works well.

Action:  CD to send full operational plan to KH to forward on to members with no conflict of interest for discussion re; CEO KPI’s.  Agreed.

4. auDA Board Schedule:
•    Draft version of auDA Board schedule was circulated and committee asked for comments.
•    CD advised Jacki is putting together a calendar of upcoming Board/Committee meetings and will incorporate this Board schedule into a calendar format and circulate to all for comments.
•    It was agreed the schedule would include Board, Committee, Panel & ICANN meetings for July 2012-June 2013.

Action:  Jacki to compile revised auDA Board Schedule and circulate for comments ASAP.

5. Any other business:

6. Next meeting:
The Committee confirmed it will meet in person at 9.30am on Tuesday 12 May 2012 at the auDA office.