Governance, Board Succession & Remuneration Committee Meeting Minutes

2 October 2012, 12.00noon - Via Teleconference

Kim Heitman (Chair), Julie Hammer, Cheryl Langdon-Orr, Marty Drill, Chris Disspain,

Staff Support:
Jacki O’Sullivan (Minutes)

Paul Levins, Jo Lim

1.     CEO KPIs:
•    The Committee agreed it will meet to finalise the outstanding matters regarding the CEO’s annual salary and contract after the Board meeting on Wednesday 10 October 2012.

2.     DBCDE Draft ccTLD Governance Protocols
•    auDA has prepared a draft response to the general items contained in the letter.
•    It was noted a formal response to the proposal that the document would also be used as the basis for setting out the proposed clarification of relationship between the Australian Government and AUDA as proposed in Recommendation 8 of the Westlake report is still being considered by the committee.

3.    Board Performance Evaluation:
•    The Board Performance Evaluation results document was circulated to the Committee for review.
•    The Committee agreed to hold a further discussion following the Board meeting on Wednesday 10 October 12 to review and finalise the document for submission to the auDA Board at the 10 December 2012 meeting.

4.     Any other Business / Updates:
•    Directors Induction:  A full auDA Board Induction programme has been set for Tuesday 11 December 2012.  Patrick Sharry is currently in the process of preparing the programme and materials which will be forwarded to the Committee for review.
•    OH&S responsibilities:  Julie Hammer will review the information already provided and consider whether further clarification and delineation of Board & Staff roles would be prudent.
•    Accountability & Transparency Framework:  In progress, further discussions scheduled with Patrick Sharry on 4/10/12.
•    Committee meeting processes:  The Chair requested a more formal process to be put in place for Agendas/Minutes/Actions for future meetings.

5.     Actions:
•    JOS- book Committee meeting for 10 October 2012 in Canberra (to discuss CEO KPI’s and Board Performance Evaluation response review).
•    CD – circulate auDA response to general items in DBCDE letter to Committee.
•    PL/CD – circulate formal response to other items in DBCDE letter to Committee when finalised.
•    CD/JOS – formalised process for Agendas/Minutes/Actions for future meetings.

6.     Next meeting
The Committee confirmed the next meeting will be held on Wednesday 10 October 2012 in Canberra – time TBC.