Governance, Board Succession & Remuneration Committee Meeting Minutes

12 June 2012, 9.30am

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

Staff Support:
Jacki O’Sullivan (Minutes)

Apologies:
Nil


1. Confirmation of 29 May 2012 Minutes
•    The 29 May 2012 Committee meeting minutes were confirmed and approved.
•    The minutes were circulated to the auDA Board for final approval for publication on the auDA website.

2.     Board Performance Evaluation Framework
•    CD advised additional Not-for-Profit evaluation templates have been sourced.  These will be circulated to the Committee for review for compiling the final evaluation document ready for auDA Board approval at the August Board meeting.
Actions:
•    CD to circulate additional templates for Committee review.
•    Evaluation document to be finalised for auDA Board approval on 20 August 2012.
 
3. Update on Accountability and Transparency Framework
•    The A&TF draft document incorporating comments from Rob Gregory (Maddocks) was circulated for Committee review.  The Committee agreed with the comments.
•    JH suggested, and it was agreed, that Board Committees should be listed in the document via a link to the Committees page on the auDA website.
•    The draft document was approved by the Committee and will now be sent out for public comment by end-June 2012.
•    The final document will then be sent to the auDA Board for approval at the 20 August 2012 Board meeting.
Actions:
•    JL to send draft document for public comment by end-June 2012.
•    Final document to be prepared for auDA Board approval at 20 August 2012 meeting.

4. Board Correspondence
•    CD advised a letter had been received from DBCDE re; Territories.  The letter has not yet been circulated to the auDA Board as recommendations will be compiled for Governance Committee review before sending onto the auDA Board.
Actions:
•    Recommendations to be compiled and sent to Governance Committee for review.

5. auDA Board Schedule
•    JOS is currently finalising the auDA Master Schedule calendar of auDA Board, Committee, Panel & ICANN meetings.  The final schedule will be circulated for comments by 15 June 2012.
Actions:
•    JOS to circulate final auDA Master Schedule calendar by 15 June 2012.

6. auDA Operational Plan/CEO’s KPIs
•    The unabridged auDA Operational Plan was circulated to Committee members for aligning with the CEO’s KPI’s for 2012/13. (Marty Drill did not receive the unabridged auDA Operational Plan due to a potential conflict of interest in his role as Supply class, given the Plan includes several initiatives which may impact on Registrars’ business).
•    The committee reviewed the draft KPI’s and noted that the KPI’s were scheduled for completion in the first half of the financial year.
•    It was agreed KPI’s be set for the first 6 months of the financial year with a mid-term review of KPI’s in December 2012 when the Operational plan is updated to include panel findings etc.
•    The KPI’s will now be finalised by the Committee excluding Marty Drill via a new ‘CEO-KPI’ email list.
Actions:
•    Jacki to set up ‘CEO-KPI’ email list with Committee members excepting Marty Drill.

7. Any other business
•    JH raised the issue of reporting to the auDA Board on auDA Workplace Safety/OH&S and noted it is currently unclear on the individual roles and responsibilities of the auDA Board & Executive in this matter.  JH noted there is also concern re; the current legal position.
•    The Committee agreed an initial report would be sent to the auDA Board for the 20 August 2012 Board meeting providing the current OH&S plan and documents.
Actions:
•    auDA to prepare an initial OH&S Board report including current OH&S plan & documents.
•    auDA to engage Maddocks to prepare a package to advise what OH&S responsibility the auDA Board has and what is still required to be put in place.
•    Committee to prepare recommendations to the auDA Board for 20 August 2012 auDA Board meeting.

8. Next meeting
The Committee confirmed it will meet on Monday 6 August 2012 at 11.00am via teleconference.