Governance, Board Succession & Remuneration Committee Meeting Minutes

6 June 2013 – 10.00am

Present:
Cheryl Langdon-Orr (Chair), Julie Hammer, Chris Disspain, Joe Manariti, Jo Lim, Jacki O’Sullivan (Minutes)

Apologies:
Graham McDonald, Paul Levins


1.     Agenda
The circulated agenda was accepted.

2.     Previous Minutes
•    The Committee noted the 14 February 2013 minutes had been submitted to the Board and approved for publication, subject to revised wording for Item 2.
•    The proposed revised wording was agreed by the Committee for updating and publishing.  It was noted the updated Minutes did not require further Board approval.

3.     Matters arising
•    Company Directors Course:  Information is still being investigated and will be provided to Committee members via email over the next week.
•    Director Exit Interviews:  The summary report was completed and circulated for Committee review.  The Committee agreed the summary report should be listed on the June Board meeting agenda for Board discussion on the recommendations.

4.    Review of Outstanding Action Items
•    Outstanding documentation completed: 
o    Draft Conflict of Interest policy:  The committee agreed to the proposed changes as discussed.  JL will amend the policy and circulate via email for final agreement.
o    auDA Published Policy Review Schedule:  The Committee agreed to minor modifications to the schedule as discussed.  JL will amend and circulate the final updated schedule.
o    Staff Roles document:  The Committee agreed no further amendments required.
•    Government Relations documentation:
o    Paul Szyndler attended the meeting and provided a briefing regarding draft “protocols” proposed by DBCDE for the management of Australia’s extra-territorial ccTLDs, and the potential to apply these protocols to the relationship between auDA and the Australian Government.  He also presented a draft letter to DBCDE, for the Committee’s consideration.
o    The letter suggests that the proposed protocols may not represent the most appropriate mechanism for refining the .au manager – Government relationship, recommends an alternative approach, such as an Affirmation of Commitments, and states the Committee’s willingness to collaborate with DBCDE on such a document.
o    The Committee noted that this discussion related to the implementation of Recommendation 8 of the Westlake Review.
o    The Committee agreed the draft letter, in its current form with a final review by Paul Szyndler, would be sent to DBCDE.  The Committee agreed the letter could be sent with Committee approval and did not require further Board review.
o    The Committee agreed it would commence work on a suitable framework document once a response had been received from DBCDE and would keep this matter as an on-going action item.

5.    New Business/Updates
•    The Committee noted the email of 29 April 2013 from the Strategic Risk Committee Chair regarding the Risk Committee taking over the carriage of work around a Board Document repository.  The Committee agreed and noted the item should be a standing agenda item for updates as required from the Strategic Risk Chair as liaison.

6.    Any Other Business
•    There was no other business raised by Committee members.
•    The Chair thanked Paul Szyndler for attending the meeting and his work on the Government Relations matters.

7.    Action Items
•    CD – Send Director Exit Interview Summary report to Board with June Board papers.
•    CD/JL – examine options/costs/info for full day onsite Director Course – CD to follow-up and email committee with information by 14 June 2013.
•    JL – amend Conflict of Interest policy as agreed and circulate for final Committee approval.
•    JL – amend Policy Review Schedule and circulate final to Committee.
•    JOS – update 14Feb13 Item 2 GovComm Minutes with revised wording and publish.
•    JOS – add Director Exit Interview Summary report item to June Board Agenda.
•    JOS – as standing item on future agendas ‘update by Risk Chair on Document Repository status’.
•    PS – final review of draft letter to DBCDE, circulate final to Committee for review and sending.
•    CD/PL - commence work on a suitable framework document once a response received from DBCDE (keep as an on-going action item).

8.     Next Meeting
•    The next meeting will be held on Thursday 8 August 2013 at 10.00am via teleconference.