Notice of Annual General Meeting - 2014

The Board of Directors of .au Domain Administration Limited (auDA), is pleased to invite you to attend its 2014 Annual General Meeting.

Date:      Monday 27 October 2014
Time:      2.00pm
Venue:  Maddocks. Level 6, 140 William Street, Melbourne 3000
Dial In:  1800 246 489, Passcode 454209#

Purpose
The purpose of this meeting is to: 

• Report the activities of auDA
• Ratify an increase in independent Directors’ fees
• Ratify an increase in elected Directors' fees
• Elect Directors to the Board of auDA to replace those retiring by rotation.

Agenda for the AGM

1. Motion to approve:
   a. the 22 April 2013 EGM minutes 
   b. the 15 October 2013 AGM minutes
2. Report from the CEO on activities and progress. 
3. Acceptance of the 2013–2014 audited accounts.
4. Approval by ordinary resolution of an increase in independent Directors’ fees
5. Approval by ordinary resolution of an increase in elected Directors’ fees
6. Resignation from the Board of those Directors retiring by rotation.
7. Elections for new Directors to the Board:
   a. Supply Class (two Directors) – three nominations received
   b. Demand Class (two Directors) – five nominations received
8. Other Business. 
9. Close of Business.

Independent Directors' Fees (Agenda Item 4)

Purpose of Resolution
To ratify an increase in the amount payable to the independent Directors to an amount not exceeding $150,000 in aggregate per annum.

The Resolution
"To ratify the Board’s resolution made at its meeting in August 2014 to increase the amount payable to the independent Directors to an amount not exceeding $150,000 in aggregate per annum."

Elected Directors’ Fees (Agenda Item 5)

Purpose of Resolution
To ratify an increase in the amount payable to elected Directors from $750.00 to $1,000.00 per meeting attended (in person or by teleconference).

The Resolution
“To ratify the Board’s resolution made at its meeting in August 2014 to increase the amount payable to the elected Directors from $750.00 to $1,000.00 per meeting attended (in person or by teleconference).”

Board Election (Agenda Item 7)

The AGM will elect four Directors to the Board, to replace four Directors who must retire in accordance with clause 19.3 of auDA's Constitution. The retiring Directors are Stuart Benjamin, Erhan Karabardak, Cheryl Langdon-Orr and Joe Manariti.

The Directors elected will serve for a term of two years.

The vacancies which will become available are:

• two (2) Directors elected only by the Supply Class members;
• two (2) Directors elected only by the Demand Class members.

Retiring Directors may re-contest these vacancies.

Candidates Standing for Election

Candidate statements are available.

Voting
You cannot vote at the AGM unless you qualify to vote under clause 16.1 of auDA’s Constitution and your membership fee has been paid.

Proxy
For members who cannot attend the meeting but still wish to vote, a Proxy Form (PDF) with instructions is available. If you have any trouble accessing the proxy form, please email jacki.osullivan@auda.org.au.

All qualifying members have the right to appoint a proxy and the proxy does not need to be a member of auDA.

Proxy forms must be received by 5pm AEDST on Thursday 23 October 2014. Late proxy forms will not be accepted.

Forms must be mailed or faxed to:

auDA Company Secretary
c/- Robert Gregory, Maddocks Lawyers
Postal Address: 140 William St, Melbourne VIC 3000
Fax Number: 03 9288 0666