Notice of General Meeting
Dear auDA Member
Enclosed with this letter is a notice convening a general meeting of the .au Domain Administration Limited (ACN 079 009 340) (the Company) to be held at State Library of Victoria, Theatrette, 179 La Trobe Street, Melbourne VIC 3000 on Friday, 27 July 2018 at 10.00am (Melbourne time).
- Download: Notice of General Meeting and Proxy Form
Your Directors have called this meeting pursuant to a request received from 22 members ("the requisitionists") under section 249D of the Corporations Act 2001. Under that section, the directors of a company must call and arrange to hold a general meeting on the request of members with at least 5% of the votes that may be cast at the general meeting. The requisitionists held at least 5% of the votes that may be cast at the general meeting. The Federal Court of Australia made orders on 26 April 2018 extending the time by which the general meeting must be called by the Directors of the Company, to 5 July 2018, and held, to 27 July 2018.
The requisitionists' request stated the resolutions to be proposed at the meeting. The resolutions include proposals to remove your three and only Independent Directors of the Company, namely, Mr Chris Leptos (who is the chairperson of the board of directors), Ms Sandra Hook and Ms Suzanne Ewart. The resolutions are set out in the accompanying Notice of General Meeting (in items 2, 3 and 4 of Business).
After carefully considering these proposed resolutions, your Board of Directors (other than Mr Leptos, Ms Hook and Ms Ewart, who are the subject of the resolutions and abstain from making a recommendation, and Mr Tim Connell, who also abstains from making a recommendation) (the Recommending Directors) recommend that members vote AGAINST the proposed resolutions. A brief letter signed by the Recommending Directors, confirming their recommendations, is also enclosed (Annexure A).
As noted in that letter, the Recommending Directors have worked with Mr Leptos, Ms Hook and Ms Ewart, and have seen their expertise and professionalism in action. Each of Mr Leptos, Ms Hook and Ms Ewart was appointed by the elected directors on the auDA board in accordance with the Company's Constitution after careful consideration.
Moreover, as members may be aware, the Company is currently focused on reviewing and engaging with the Australian Government Department of Communication and the Arts' Review of the .au Domain Administration, published on 18 April 2018. The steps that the Company will undertake to implement the recommendations of the Review are outlined in the Company's Review of Australia's .au management implementation plan (the Implementation Plan), published on the auDA website on 7 June 2018. Mr Leptos, Ms Hook and Ms Ewart have been closely involved in the development of the Implementation Plan and brought their considerable skills and expertise to bear in its development. In the view of the Board (excluding Mr Leptos, Ms Hook and Ms Ewart) it is not in the interests of the Company that the current process be disrupted by replacing the Independent Directors. Given the importance of this project for the Company's future, it is critical that the Board continue to devote its time and resources to effecting the Implementation Plan and focus on the affairs of the Company.
The Board proposes to take the opportunity at the general meeting to update members on the progress of the Implementation Plan as well as on the activities of the Constitutional Model Working Group (see item 1 in the accompanying Notice of General Meeting).
The requisitionists' request included a fourth resolution, being a proposed vote of no confidence in the Company's Chief Executive Officer. This resolution has not been included in the notice of general meeting. Your Board is of the view that this resolution would be of no legal effect because the members in general meeting do not have authority under the Company's Constitution to pass such a resolution. Appointment, dismissal, management and supervision of executives is the responsibility of the Board and the Board has taken the view that it would not be appropriate to seek input from members in relation to the conduct of an individual executive in the form of a formal censure at a general meeting. Given this, the Board has decided that inclusion of the fourth resolution in the notice is not in the best interest of the Company.
You are encouraged to attend or appoint a proxy to vote at the meeting to show your support for the Independent Directors by voting AGAINST the resolutions proposing their removal.