Governance, Board Succession & Remuneration Committee Meeting Minutes

6 August 2012, 11.00am

Present:
Julie Hammer (Acting Chair), Cheryl Langdon-Orr, Marty Drill, Paul Levins (items 1 & 2), Chris Disspain, Jo Lim

Staff Support:
Jacki O’Sullivan (Minutes)

Apologies:
Kim Heitman (Chair), Paul Levins


1. Confirmation of 12 June 2012 Minutes
•    The 12 June 2012 Committee meeting minutes were confirmed and approved.  
•    The minutes will be circulated to the auDA Board for final approval for publication on the auDA website.

2. Update on Accountability and Transparency Framework
•    The draft A&TF was published on the auDA website for public comment with 3 submissions received.
•    A teleconference has been arranged for 13/8/12 with Patrick Sharry for review of the responses.  (Note that this is a teleconference for the drafting team and not the Governance Committee).  An updated report & recommendations will be sent to the Committee following the teleconference.
Actions:  
•    auDA send updated report & recommendations to Committee after 13/8/12.

3.     Board Self Assessment Framework
•    JH had reviewed two further assessment questionnaires and an updated Board Self-Assessment Criteria document had been circulated for committee review.    
•    Three amendments were agreed.
•    CD asked how the questionnaire would be dealt with?  JH will resend the Excel spread sheet with formulae already embedded to Jacki for entry of auDA assessment criteria.  Questions will be sent to the Board with 20/8/12 Board papers and responses will then be included in the Excel document.
•    PL has separate comments which he will send to JH via email.
•    Committee agreed the updated document will then be sent on to the Board for approval and implementation with further changes made, if required, in the future.
Actions:  
•    JH send spread sheet to Jacki for conversion to Excel.
•    Updated criteria document and questions to be sent out with 20/8 Board papers.

4. DBCDE Draft Governance Protocols
•    Draft response letter from KH circulated, all agreed no further discussion should be held until KH returns.
•    Agreed a separate Committee meeting is to be scheduled on 20/8 immediately after Board meeting to discuss this matter.
Actions:  
•    Jacki schedule & email advice of 20/8 Committee Meeting to discuss this item (and update Board member return flights to allow for meeting).
•    CD to advise K Besgrove matter currently being discussed.

5. OH&S
•    JL has circulated OH&S documents and Maddocks recommendations to the Board (as per action from 12 June Board meeting).
•    A lot of the Maddocks recommendations have already been completed with a few more still to be completed, in particular the International Board Travel policy.  
•    JH noted OH&S reporting to the Board not yet in place.   She highlighted that for the Board to fulfil its OH&S responsibilities, it is suggested there be a standing agenda item at each Board meeting for an OH&S report against plan including any incidents.  
•    It was suggested that only Worksafe advised incidents should be reported to the Board, as happens in some other organisations.  It was also suggested that the Board should discuss what they would like to have reported.
•    Agreed CD/JL will advise the Board what Worksafe tables as requirements for notification.
•    The Committee recommended a standing OH&S report for each board meeting commencing at the 10 October 2012 Board meeting.  For discussion, format and approval by the Board at the 20/8 Board meeting.
Actions:  
•    CD/JL advise Board on Worksafe reporting/notification requirements.

6. CONFIDENTIAL: CEO’s KPIs 12/13 & Performance Assessment for 11/12
The details of this topic are CONFIDENTIAL and have been removed from the Minutes.

7. Next meeting
The committee agreed on the next meetings:
    20/8/12 – Special meeting re; DBCDE Draft Governance Protocols.
    2/10/12 - Next standing Committee meeting.