Governance, Board Succession & Remuneration Committee Meeting Minutes

14 February 2013 – 2.00pm

Cheryl Langdon-Orr (Chair), Julie Hammer, Chris Disspain, Graham McDonald, Paul Levins, Joe Manariti

Jo Lim

1.     Matters arising
•    The Committee agreed an Agenda and copy of the Committee Action log would be circulated prior to future meetings.
•    The 10 October 2012 meeting minutes and actions were reviewed for new Committee member transition.

2.    New Business
•    The Committee continued discussions on the implementation of Recommendation #8 of the Westlake Review, regarding mechanisms for clarifying the relationship between auDA (as the manager of .au) and the Australian Government. The Committee noted that DBCDE had proposed a draft “protocol”, originally designed to apply to Australia’s extra-territorial ccTLDs, as a possible basis for defining the Government – ccTLD manager relationship for .au. The CEO and PL were asked to provide draft advice to the Committee on the utility of DBCDE’s proposed model. The CEO and PL will also develop broader advice regarding other models for engagement, based upon international exemplars, such as a Memorandum of Understanding or Affirmation of Commitments.

3.    Any Other Business
•    The Committee agreed to review planning for all auDA documentation (including policies) under its purview, with a review plan to be compiled going forward, including benefits of online archive.  It was noted this should be considered in the Web site review with possibilities for tools or fenced spaces etc, and the Committee asked staff to investigate options.

4.    Action Items
•    JOS – distribute Agenda and Committee Action Log to Committee prior to future meetings.
•    CD – presentation & information on Communications Strategy to auDA Board (listed for Feb 2013 Meeting, may be extended if required).  This is to be the general Communications Strategy as per 10 Oct 2012 Minutes Item 2  “...auDA staff to develop a Communications Strategy (encompassing social media) for review and approval by the Board Q1 2013...”.
•    CD – arrange Patrick Sharry to report to the Committee on the retiring Director Exit interviews, for Committee review and possible later briefing to the Board.
•    CD & JH –examine options and costs for Director Induction training with AICD: either a tailored program for auDA Board and selected staff or attendance by individual directors at local AICD training courses  (eg1 day ‘Governance for Directors Course’).
•    CD/Staff – to explore online options for a Board Committee repository, for review at the next Committee meeting.
•    Committee – to review status of documents and processes for which they have stewardship with the aim to discuss at the next meeting and develop a plan for future regular review.
•    CD & PL – to discuss and update the Committee with possible National AOC style approach with us being proactive now to the response to the DBCDE request for input into the ccTLD 'rules'.
•    JOS – to canvass date options for future meetings of the Committee, a fortnight before each Board Meeting, possibly 0900/1000 AEST on a Thursday.
•    CD/Staff - as the archive material from Kim has been received, and Lisa has gone over it and work continues on sorting through the material, the Committee raised the matter that someone (possibly Lisa) should be allocated the role of 'Archivist/Organisation Historian (and possibly also training them with appropriate archive and records management skills, as well as investigate possible other lodgement options.
•    Check Status of published policies:
•    JL – compile document with all listed policies/last review date/dates approved/ planned review schedule.
•    JL –Draft Conflict of Interest policy.
•    Amendment to PREVIOUS Actions:
•    FROM:  ‘add item to future auDA Board agendas - ‘Strategic Plan/Operational Plan – implementation update by CEO’, TO: ‘Qtly Briefing of the Board on the implementation and any other updates on the Ops plan which is now linked back to the Strategic Plan rather than separately on the Strategic plan’.

5.     Next Meeting / 2013 Schedule of meetings
•    The Committee discussed the 2013 meeting schedule and agreed meetings would be set on Thursdays, 1 week or fortnight prior to each auDA Board meeting.  Jacki will send a list of proposed dates to the Committee.