13 August 2015 Governance Committee Meeting Minutes

.au Domain Administration Limited


Governance, Board Succession and Remuneration Committee Meeting


13 August 2015 – 11.00am

Via Teleconference



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





1. Agenda

The circulated agenda was accepted.


2. Previous Minutes

The Committee noted the 11 June 2015 minutes which have been approved and published.


3.  Review of Outstanding Action Items


Legal advice – Consideration of changes to auDA's AGM voting practices: 

  • Further to the advice received from Maddocks, the Committee agreed on the following recommendations:

-          That auDA accept the submission of AGM proxy forms by email, fax or mail, commencing with the 2015 AGM; and

-          That the Committee maintain a watching brief on the possible future implementation of online voting.

The recommendations, together with Maddocks advice, will be circulated to the Board for approval at the 17 August 2015 meeting.


Approach for ATF Review (CD/JL): 

  • The Maddocks external audit review of auDA's compliance with its transparency principles was circulated.  The findings indicated that auDA is compliant with all accountability mechanisms but the findings did propose one recommendation to consider implementing a system of recording questions asked at AGMs.  The recommendation was noted and will be implemented.


Board Performance Assessment review (SB/GMcD/JL): 

  • No further progress at this stage.  C/F



4.  Any Other Business

  • There was no other business.


5.  Action Items

  • CD/JL – Circulate recommendations re; changes to auDA's AGM voting processes to the auDA Board for approval at the 17 August 2015 Board meeting.
  • JL/JOS – implement system for recording questions asked at AGMs.
  • SB/GMcD/JL – JL to follow-up progress with SB/GMcD.


6. Next Meeting

  • Thursday 8 October 2015 – 12.00noon via teleconference.