11 June 2015 Governance Committee Minutes

.au Domain Administration Limited

Governance, Board Succession and Remuneration Committee Meeting

11 June 2015 – 11.00am

Via Teleconference

Present:

Tony Staley (Chair), Julie Hammer, Chris Disspain, Erhan Karabarak, Joe Manariti, Paul Levins, Jo Lim, Jacki O'Sullivan (Minutes)

Apologies:

Nil

1. Agenda

The circulated agenda was accepted.

2. Previous Minutes

The Committee noted the 15 April 2015 minutes which have been approved and published.

3.  Review of Outstanding Action Items

  • Legal advice in relation to Online voting (CD/JL): 

-       In response to issues raised by members at the 2014 AGM indicating the current system of voting may be a barrier for some people, and to make voting more convenient and increase participation, advice was sought from Maddocks on potential issues of implementing online voting under the auDA Constitution and the Corporations Act.  Advice received from Maddocks was summarised which indicated there were no prohibitions on online voting under the Corporations Act, however implementation would require members to approve an amendment to the auDA constitution.

-       EK advised that feedback he had received from members was that the current system was fine however they were aggrieved that proxy forms could not be submitted via email.  The Committee agreed this could be easily implemented without any need to amend the Constitution and a recommendation would be put to the Board at the next meeting to approve acceptance of signed/scanned/emailed proxy votes.

-       In relation to online voting, there were a number of other issues that required further consideration.  The Committee discussed and agreed that as this was a more complicated issue, would incur implementation costs and there did not seem to be sufficient demand at this stage, it would be recommended to the Board that online voting would be placed on an ongoing watch brief for future review and consideration. 

-       The Committee further agreed that the Maddocks advice should be circulated to the Board for its consideration, accompanied by the Governance Committee recommendations. It was agreed members would be advised of the Board’s decision at the 2015 AGM.

  • Approach for ATF Review (CD/JL):  In 2012 the Board approved the ATF and undertook to conduct annual audits of auDA's compliance with its transparency principles and to commission an external audit every three years.  The Committee was advised the annual audit information has now been compiled. The Committee agreed to engage Maddocks to conduct the external audit and asked the CEO to implement.  It was noted that when engaging Maddocks, we would request that a partner who does not handle auDA matters undertake the review to bring more independence to the audit.
  • Board Performance Assessment review (SB/GMcD/JL):  Proposed review document has been circulated for review with no further update at present.  C/F

4.  Any Other Business

  • The Committee was advised auDA had contacted the office of PM&C regarding the Cyber-Security Review.  PM&C invited auDA to lodge a submission which has now been done and will be circulated for information.

5.  Action Items

  • CD/JL – Circulate Maddocks advice to the Board for consideration at its next meeting, accompanied by the following Governance Committee recommendations:

-       that the Board approve acceptance of signed/scanned/emailed proxy votes,

-       that online voting be placed on an ongoing watch brief for future review and consideration, and

-       that the Board advise members of its decision at the 2015 AGM.

  • CD – ATF Review:  Engage Maddocks to conduct external audit review (request partner that does not handle auDA matters)
  • SB/GMcD/JL – progress Board Performance assessment review in due course.
  • CD/JL – circulate Cyber-Security Review submission.

6. Next Meeting

  • Thursday 13 August 2015 – 11.00am via teleconference.