30 August 2016 Board Meeting Minutes
Meeting of the .au Domain Administration Board
30 August 2016 – 9.45am
Maddocks, 140 William Street, Melbourne
Stuart Benjamin (Chair),Cameron Boardman (CEO), Simon Johnson, Erhan Karabradak, Joe Manariti, George Pongas, Kartic Srinivasan (phone), Tony Staley, Grant Wiltshire (phone)
Richard Windeyer (DoC), Annaliese Williams (DoC), Maggie Whitnall (AusRegistry) Item 6 only, James Brown (AusRegistry) Item 6 only, Sharee Darwinkel (Maddocks – minutes)
1. Board in Camera Session
3. Continuous Disclosure
Joe Manariti disclosed that he had been appointed to the Hepburn Tourism Committee
4. Confirmation of July 27, 2016 minutes
Motion proposed by Erhan Karabardak and seconded by George Pongas that the minutes of the 27 July, 2016 Board meeting be confirmed. Carried.
5. CEO Report
The CEO thanked the Directors for the support and encouragement they had shown upon his appointment.
He advised the Board that he had been appointed as Independent Chairman of the Oceania Cyber Security Centre. The appointment would require the CEO to contribute 1 day per month and is not remunerated.
Motion proposed by Joe Manariti and seconded by Stuart Benjamin that the Board authorises and endorses the CEO to be appointed as Chairman of the OCSC and this is acknowledged as auDA's contribution to the Centre. Carried.
The CEO advised the Board he had been in the role for one week and provided a summary of his observations. He advised that he will continue to meet with staff individually and collectively to better assess organisational performance, and to advise the Board of requisite structural changes at subsequent meetings.
He advised the Board that the current premises at 114 Cardigan Street, Carlton are not adequate and present a number of operational and safety concerns. He advised that he will assess alternatives and present options at the next meeting.
The CEO discussed issues associated with auDA's membership of ICANN and other international associations, including costs of membership and participation. Erhan Karabardak advised that the board needed to have more involvement with the organisations to which it was a member, and to assess, and where appropriate, take advantage of the benefits to auDA and the name space. To that end APTLD would be held in in September and that it would be appropriate for auDA to be involved. The Board noted that a current staff member is a Director of APTLD, and that auDA participation should be further explored.
Motion proposed by Tony Staley and seconded by Stuart Benjamin that the CEO and Erhan Karabardak attend APTLD and report back on auDA's future participation. The DoC advised it supports auDA's participation and broader regional engagement, and that international engagement ought to be collaborative, with DoC attending some forums and auDA attending others including ones that DoC was not represented at. The Chair advised he would consider attending. Carried.
The CEO provided an update on Independent Directors recruitment. An independent process, through a third party recruitment specialist, is underway and will produce a list of vetted candidates. The CEO will provide the Chair with the list of qualified candidates for presentation to the Board at the next meeting.
The CEO further discussed general finance and administrative matters and advised the board that the company's term deposits were expiring and that investments will be consolidated into cash pending the review of the company's investment strategy.
11.26am George Pongas and Kartic Srinivasan left the meeting.
The Board discussed the process associated with the Registry contract. The CEO advised that engagement between auDA and the Registry and Registrars has to improve, of which he is committed to. The CEO advised that the Registry is currently preparing the Technical Specifications for the next phase of the process.
6. AusRegistry marketing campaign (Item 6 interposed with the CEO's report)
10.56am James Brown and Maggie Whitnall joined the meeting
AusRegistry presented the marketing campaign associated with the 30 years of .au anniversary. The campaign is focussed on promoting .au as the most trusted name space platform for Registrars and commences on 1 September, 2016.
7. Sub-committee appointments
11.40am George Pongas re-joined the meeting
The board discussed various appointments to sub-committees and chair positions
Motion proposed by Stuart Benjamin and seconded by Erhan Karabardak that Kartic Srinivasan be endorsed as the Chair of the Finance and Audit Committee. Carried
Motion proposed by Stuart Benjamin and seconded by Erhan Karabardak that Simon Johnson be appointed as the Chair of the Strategic Risk Committee. Carried
The Chair called for nominations for the vacant Deputy Chair role, following the resignation of Julie Hammer.
Motion proposed by Tony Staley and seconded by Joe Manariti that Erhan Karabardak be appointed Deputy Chair. Carried
The Board discussed the vacant role of Company Secretary following Jo Lim's resignation. The CEO advised he will advise the board of longer term options at the next meeting.
Motion proposed by Erhan Karabardak seconded George Pongas that Kartic Srinivasan be appointed Company Secretary, pending a more permanent option. Carried
8. Chair report
The Chair discussed a recent meeting with Internet Australia and the opportunities for the groups to work together in the future.
11.50am Kartic Srinivasan re-joined the meeting
The Chair advised Kartic Srinivasan that he had been appointed Chair of the Finance and Audit Committee as well as Company Secretary.
The Chair further advised that Richard Windeyer would be present at the next board meeting.
12.07pm Kartic Srinivasan left the meeting
The CEO presented the list of new membership applications and asked the Board to indicate if there were any disclosures.
• George Pongas advised that two AusRegistry employees had applied for auDA membership;
• The CEO advised his personal accountant, Simon Wilson, had applied for auDA membership.
Motion proposed by Stuart Benjamin and seconded by Joe Manariti that the membership applications be approved. Carried
The CEO advised that the AGM must be held by the last day in November and the board discussed options of dates and locations. The Chair requested the CEO to explore options and report to the next meeting.
11. Board Correspondence
The Board noted the written resignations of Julie Hammer (Director), Miguel Wood (Director) and Jo Lim (Company Secretary).