Governance, Board Succession & Remuneration Committee Meeting Minutes

10 October 2012, 3.00pm
Hotel Realm, 18 National Circuit, Barton ACT

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

Staff Support:
Jacki O’Sullivan (Minutes)


1.     CEO KPIs:
•    The Committee agreed the CEO would forward the final outstanding matters to the Committee via email for finalising and Committee sign off via email.

2.    Board Performance Evaluation:
•    The Board Performance Evaluation results document was circulated to the Committee for review, results and suggestions for improvements were discussed.
•    It was agreed JH would amend the evaluation questions for future reviews as agreed, subject to concurrence by the Board, and will draft comments and recommendations to the auDA Board as follows:
o    A standing item to be added to auDA Board agendas:  ‘Strategic Plan/Operational Plan - implementation update by CEO’.
o    auDA staff to compile a document detailing the status of all listed policies, when they were last reviewed and dates approved, and incorporating a planned policy review schedule.  The document is to be monitored annually by the Board.
o    auDA staff to draft a Conflict of Interest policy.
o    auDA staff to develop a Communications Strategy (encompassing social media) for review and approval by the Board Q1 2013.
o    Relevant governance training to be offered to Board members eg; 1-day Governance for Directors Course by the Australian Institute of Company Directors.
o    Exit interviews to be introduced for all retiring Board members to be conducted by an appropriate management consultant (eg; Patrick Sharry).

3.     Any other Business / Updates:
•    Director Exit Interviews:  Committee agreed exit interviews should be conducted by Patrick Sharry with resigning Directors Kim Heitman and Marty Drill not re-standing for election in November 2012.
•    Archived material:  KH advised he is holding digital and hardcopy archives which should be transferred to auDA on his resignation from the Board in November 2012.

4.     Actions:
•    JH – compile draft comments and recommendations to the Board, circulate to committee for comment.
•    JH – subject to agreement by the Board, update Board Performance Evaluation questionnaire.
•    CD/Committee – CD send CEO KPI/Remuneration outstanding matters to Committee via email for Committee to finalise and signed off via email.
•    CD – presentation & information on Communications Strategy to auDA Board Feb 2013.
•    CD – arrange with Patrick Sharry for Exit Interviews of 2 resigning Directors (K Heitman/M Drill) November 2012.
•    CD – AICD 1 day ‘Governance for Directors Course’ to be offered to Board members in addition to Director Induction program.
•    JL – compile document with all listed policies/last review date/dates approved/planned review schedule.  Draft Conflict of Interest policy.
•    JOS- co-ordinate for KH archived material to be handed over to auDA.
•    JOS – add item to future auDA Board agendas :  ‘Strategic Plan/Operational Plan – implementation update by CEO’.

5.     Next meeting
The Committee agreed the next meeting would be held between 22/10/12-2/11/12 –details TBC.