Governance, Board Succession & Remuneration Committee Meeting Minutes

8 August 2013 – 1.30pm

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

Apologies:
Nil


1.     Agenda
The circulated agenda was accepted with minor amendments of additional time allocated for item 5 and items 5 and 6 reversed.

2.     Previous Minutes
The Committee noted the 6 June 2013 minutes had been submitted to the auDA Board and approved for publication.

3.     Matters arising
The completed action items from the last meeting were noted.  The following action items were updated:
●    CD/JL – Company Directors Course:  Information is still being compiled and the agenda is being formalised for the course to be held around the December Board meeting date.  The August CEO report will update the Board on the status.
●    Alteration of the AI on CD/PL/PS - commence work on a suitable framework document to read that once a response received from DBCDE on follow up from our current discussions with the Dept, further action GovCom deliberations and reporting to the Board will be undertaken (carry forward as an on-going action item).

4.     Strategic Risk Committee Chair – update on document repository status
●    The Risk Committee Chair gave a status update and will provide further updates at future meetings:  Noting that this matter will be further discussed in their meeting on Aug 19th, but that to date various document repository systems and the requirements/documentation currently shared have been reviewed, and that auDA is currently using Dropbox, with several layers of security, which may be sufficient for auDA requirements.

5.    Review of Outstanding Action Items
Government Relations ‘protocols’:
●    The Governance Committee met with Andrew Maurer and Annaliese Williams from DBCDE for further discussions regarding the “protocols” proposed by DBCDE for the management of Australia’s extra-territorial ccTLDs.
●    The Committee agreed the current draft protocols would not be sent to the auDA Board until the next set of updates had been received.
●    The Committee agreed PS would draft and send a letter thanking DBCDE for the opportunity to meet with them and advise further correspondence would be sent shortly.
●    The Committee agreed recognising the desire for both a prompt resolution of this matter as well as a written record of the relationship between auDA and the Commonwealth of Australia inclusive of activities, expectations and responsibilities, a draft document would be prepared, including a schedule of things auDA already does, relevant communications on file (Alston’s original letter etc.,) and more history information.  Draft to be circulated to committee for review by 1st week in September.

6.    New Business/Updates
There were no new business items raised by Committee members.

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

8.    Action Items
●    Conflict of Interest Policy – recommendation from Chair to auDA Board to adopt
●    PS – draft letter to DBCDE thanking them for the meeting 8/8 and advising further correspondence in near future.
●    CD – Company Directors Course - include update to Board in August CEO report.
●    CD/PS/PL – prepare draft document/AoC to DBCDE, including a schedule of things auDA already does, Alston’s original letter and more history information.  Draft to be circulated to committee for review by 1st week in September.
●    CD/PL/PS - commence work on a suitable framework document once a response received from DBCDE (keep as an on-going action item).

9.     Next Meeting
●    The next meeting will be held on Thursday 10 October 2013 at 10.00am via teleconference.