Expression of Interest for Nomination Committee Members for auDA
On 27th September at an EGM the members of auDA agreed to a new constitution:
The constitutional reform requires the setting up of a Nomination Committee which will also act as Governing Members and will determine who will be appointed to the Board of Directors at auDA with approval from DoCA:
Definitions of each representative sector
The Nomination Committee will comprise the auDA Chair, a DoCA Representative and two from each of the four Definitions of representative sectors listed below:
Individuals, independent of auDA, who have a considerable experience in the Australian domain space including but not limited to having executive experience at a senior level within the Information Technology, Telecommunications & Internet Services and Communications Infrastructure sectors. Must have an understanding of multi-stakeholder approach to internet governance and associated policies and processes.
Business Sector Representative
Individuals, independent of auDA, who have considerable experience in Australian business including but not limited to having executive experience at a senior level within business. Board experience within public and private companies would be well regarded. Must have an understanding of multi-stakeholder approach to internet governance and associated policies and processes.
Individuals, independent of auDA, who have a considerable experience representing consumer or community interests and have a demonstrated understanding of how domain administration relates to Australian consumer interests. Must have an understanding of multi-stakeholder approach to internet governance and associated policies and processes.
auDA Member Representative:
Currently eligible Associate Members of auDA. Must have an understanding of multi-stakeholder approach to internet governance and associated policies and processes.
Selection Criteria for Nomination Committee Members
Ideal candidates will have met one of the definitions of a representative sector above. Experience as a non-executive director will be well regarded but is not essential.
Candidates must demonstrate substantial experience or knowledge in at least one of the following fields:
a) the domain space, including the internet and digital technologies, Information Technology, Telecommunications & Internet Services and Communications Infrastructure
b) business or financial management
c) corporate governance, including managing large and/or complex operations in the private, public or not-for-profit sectors
d) consumer or digital focus as well within either public and private companies with a strong nexus to the broader internet community.
Candidates will be:
a) accomplished persons of integrity, objectivity, and intelligence, with reputations for sound judgment and open minds, and with experience and competence with collegial group decision-making;
b) persons with wide contacts and broad experience relevant to auDA’s objectives, and a commitment to the success of auDA and the achievement of auDA’s objectives;
c) persons who are neutral and objective, without any personal commitments to particular individuals, organizations, or commercial objectives in carrying out their Committee responsibilities; and
d) persons with an understanding of auDA’s objects and the potential impact of the auDA’s activities on the broader internet community.
Tenure of Nomination Committee Members
Nomination Committee Members will be appointed for three-year terms and have a maximum of three terms.
Additionally, in order to ensure continuity in membership of the committee, and avoid a scenario in which all committee members retire at similar terms, it has been recommend that where two members of a class of representative have been appointed (Associate Members, Consumer Representatives, Business Sector Representatives and Industry Representatives), one of the two representatives of any given class is appointed for an initial two year term rather than a three year term.
The Nomination Committee will also act as Governing Members of auDA. Eeligibility criteria can be found on page 8 of the new constitution. See https://www.auda.org.au/assets/public-comment/auDA-Nominations-Committee-Charter-Final.pdf
The Nomination Committee Members will be remunerated at $1,500 plus superannuation paid as a sitting fee, excluding the Chair as that role is also a remunerated Director of auDA (i.e. no fee paid to the Chair).
No remuneration is payable when the Nomination Committee Members sits as Governing Members (i.e. as the members of auDA), e.g. the AGM
Frequency of meetings
This is likely to be quite intensive initially to review/develop the skills matrix, and to recommend the 4 elected directors and to appoint three of the six independent directors.
There will also be an annual review of performance of the Board.
The Nomination Committee will also need to meet at least annually (as Governing Members) for the AGM.
The following are the core objectives and responsibilities of the Nomination Committee:
- Identify, recruit and select the highest-quality nominees for the Board positions the Nomination Committee is charged to fill.
- Advance auDA’s core mission and values.
- Act with trust and respect towards all members of the Nomination Committee.
- Pursue diversity in the selections regarding geography, culture, skills, experience, gender and perspectives from across the global Internet community.
- Meet the expectations of the Internet community by acting with fairness and integrity, and by providing transparency of objectives, criteria, procedures, and mechanisms for receiving input, while respecting candidates' privacy and maintaining the confidentiality that is necessary to assure open and frank communications within the Nomination Committee.
- Develop and periodically review auDA’s board skills matrix;
- Review and recommend to the Board the size and composition of the Board;
- Develop succession plans for the Board;
- Assist the Board to assess Board performance, and the performance of Board committees and individual Directors;
- Review and make recommendations in relation to any corporate governance issues, in respect to nomination and remuneration, as requested by the Board from time to time;
- Review the time expected to be devoted by Directors to auDA’s affairs;
- Develop and review an effective induction process; and
- Develop and review a professional development program to ensure Directors have the opportunity to develop and maintain the requisite skills and knowledge.
auDA has developed a Nomination Committee Charter sets out the procedure and responsibilities of the Nomination Committee. See https://www.auda.org.au/assets/public-comment/auDA-Nominations-Committee-Charter-Final.pdf
Enquire or write in strictest confidence to Peter Waite, Partner InterSearch Australia on +61 3 9621 2066 or email@example.com
Closing date: Friday 19th October