Governance, Board Succession & Remuneration Committee Meeting Minutes

18 April 2013 – 10.00am

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

Apologies:
Jo Lim


1.     Previous Minutes
•    The Committee approved the 14 February 2013 minutes for submission to the auDA Board on 22 April 2013 for approval for publication.
•    The Committee agreed the Minutes from the 18 April 2013 meeting would also be submitted to the auDA Board on 22 April 2013, once Committee approved.  The Chair requested members to respond promptly with any comments when circulated.

2.     Matters arising from 14 February 2013 meeting
•    Director Exit Interviews:  The report on the Director Exit Interviews conducted by Patrick Sharry was circulated for Committee review.  The Committee agreed a covering summary, review and recommendations draft document would be compiled by JH/JM and once Committee approved, would be passed to the auDA Board together with the full report by Patrick Sharry.
•    Continuation of Westlake Report Recommendation:  The Committee agreed it would continue with the furthering/ completion of the outstanding Westlake Report Recommendations by end 2013.
•    Online options for a Board/Committee repository:  The Committee discussed various options and requirements for a Board/Committee document repository.  The Committee agreed the current practice of sending documents via email for current Board/Committee meetings remains suitable.  It also agreed an online secure historical archive, with the ability to set user permissions via password, should be set up for archiving of all past and current documents.  CD will investigate further information on a suitable system and will update the Committee at the June 2013 meeting.
•    Company Directors Course:  It was confirmed the auDA Board had agreed on a full day onsite Directors Course.  CD/JL are still in the process of investigating information and options and will update the Committee at the June 2013 meeting.

3.    Review of Action Log
•    The outstanding action items were reviewed and updated.
•    The Committee agreed the updated action log would be sent to the Committee 1 week after meetings and again prior to meetings, with agendas, for all future Committee meetings.
•    The Committee noted the action log was not required to be sent to the auDA Board as it was for Committee tracking purposes only.

4.    New Business/Updates
•    The Committee noted the auDA EGM will be held on Monday 22 April 2013 and noted any intercessional work for the Committee will be added to the action log if required.

5.    Any Other Business
•    There was no other business raised by Committee members.

6.    Action Items
•    CD/JL – examine options/costs/info for full day onsite Director course, update Committee at June 2013 meeting.
•    JH/JM – prepare summary, review and recommendations draft document on Director Exit Interviews, send to Committee for review.
•    CD/PL – to prepare report on finalising Westlake Report recommendations and circulate to Committee for review Aug/Sept 2013.
•    CD - investigate further information on a suitable system for online secure historical archive of Board/Committee documents, update Committee at June 2013 meeting.
•    JOS – update Actions log, send to Committee 1 week after meetings and again with agenda for all future Committee meetings.

7.     Next Meeting
•    The Committee agreed all future meetings would run for a maximum of 60minutes.
•    The next meeting will be held on Thursday 6 June 2013 at 10.00am via teleconference.