16 April 2015 Goverenance Committee Minutes

.au Domain Administration Limited

Governance, Board Succession and Remuneration Committee Meeting

16 April 2015 – 11.00am

Via Teleconference

Present: Tony Staley (Chair), Julie Hammer, Chris Disspain, Erhan Karabarak, Joe Manariti, Jacki O'Sullivan (Minutes)

Apologies: Paul Levins, Jo Lim

1. Agenda

The circulated agenda was accepted.

2. Previous Minutes

The Committee noted the 19 February 2015 minutes which have been approved and published.

3.  Review of Outstanding Action Items

  • Legal advice in relation to Proxy and Online voting (CD/JL):  Advice has been sought from Maddocks which is currently being prepared and will be circulated as soon as received.  C/F.
  • Approach for A&T Framework Review (CD/JL):  A proposed approach for an A&T Framework review is being prepared and will be provided as soon as possible.  C/F.
  • Board Performance Assessment review (SB/GMcD/JL):  Proposed review document has been circulated for review.  Progressing but delayed due to SB leave.  C/F

4. Matters arising

  • DoC were proactively approached regarding auDA's participation in the Government Cybersecurity Review.  PM&C advised DoC that auDA had not been included in initial consultations and DoC are following up for further information.  An update will be provided to the auDA Board at the June 2015 meeting.
  • Legal advice has now been received regarding investigations of a potential Conflict of Interest matter raised by JM at the December 2014 Board meeting.  QC opinion is clear that there is no conflict and the Chair has discussed the matter with all parties involved.  JM indicated for the record that he has 'never been more pleased to be proven wrong' and is keen to ensure cordial relations between Board members resume.

5.  Any Other Business

  • Nil.

6.  Action Items

  • CD/JL - circulate proxy and online voting advice from Maddocks when received.
  • CD/JL - propose approach for A&T Framework review.
  • SB/GMcD/JL – progress Board Performance assessment review in due course.

7. Next Meeting

  • Thursday 11 June 2015 – 11.00am via teleconference.