19 February 2015 Governance Committee Minutes

.au Domain Administration Limited

Governance, Board Succession and Remuneration Committee Meeting


19 February 2015 – 11.00am

Via Teleconference



Tony Staley (Chair), Julie Hammer, Chris Disspain, Erhan Karabarak, Jo Lim (Minutes)



Paul Levins, Joe Manariti


1. Agenda

The circulated agenda was accepted.


2. Previous Minutes

The Committee noted the 11 December 2014 minutes which have been approved and published.


3. Matters arising

  • The Government announced a Cybersecurity Review in November 2014, "to explore how industry and the government can work together to make our online systems more resilient against attacks". The Committee agreed to keep a watching brief on the review, in case of any implications for auDA. The DoC will be asked to provide a status  update at the February Board meeting.
  • The Board decided in December to conduct a review of auDA's proxy voting processes, including the possibility of online voting. The Committee agreed that it is the appropriate body to conduct the review, and the starting point would be to request advice from Maddocks regarding the position under auDA's Consitution and general corporations law.
  • As part of the Board's new Strategic Plan 2015-2018, a review of auDA's performance against the Accountability & Transparency Framework is due to be held this year. Again, the Committee agreed that it is the appropriate body to conduct the review. Staff will propose an approach at the next Committee meeting


4.  Review of Outstanding Action Items

Draft AoC document – interaction with Department of Communications

  • As there has been no response from the DoC in the past 12 months, the Committee agreed to remove this item from the list of outstanding actions. 


Government Relations protocols

  • The Committee noted auDA's existing formal and informal operational arrangements with relevant government agencies at state and federal levels. It was agreed that auDA staff should continue to pursue cooperative operational arrangements with government agencies as required.


Board Performance Assessment review

  • The Board agreed in December that Stuart Benjamin would lead a critical review of the Board self-assessment document and associated processes. The Committee agreed that the method and scope of the review needs to be further discussed and finalised at the February Board meeting.


5.  Any Other Business

  • Nil.


6.  Action Items

  • CD/JL to request advice from Maddocks in relation to proxy voting and online voting.
  • CD/JL to propose approach for A&T Framework review.


7. Next Meeting

  • TBA