18 April 2016 Board Meeting Minutes

Meeting of the .au Domain Administration Board

18 April 2016 – 11.00am

auDA, 114 Cardigan Street, Carlton

Present:  Stuart Benjamin (Chair), Jo Lim (items 2-14), Erhan Karabardak, George Pongas, Graham McDonald, Grant Wiltshire, Joe Manariti, Julie Hammer, Kartic Srinivasan, Miguel Wood (items 1-8), Simon Johnson, Tony Staley

Observers:  Annaliese Williams (DoC, Items 2-15), Richard Windeyer (DoC, Items 2-15), Adam King (auDA, Item 6), Maggie Whitnall (Item 3), Adrian Kinderis (Item 3), Jacki O’Sullivan (auDA–Minutes, Items 2-14)

Apologies:  Nil

1.    Board in Camera Session

2.    Continuous Disclosure

• G Wiltshire advised he has now left his position with the Victorian Government and is now consulting in his own practice.
• E Karabardak advised he has been appointed a director and secretary of trade mark firm Essential IP Pty Ltd. He is not aware of any conflict with auDA.

3.    AusRegistry Presentation

Adrian Kinderis dialled into the meeting, apologised for not being able to attend, and handed over to Maggie Whitnall to present.  Maggie Whitnall presented on upcoming AusRegistry events, initiatives and statistics on .au portfolio holders.

4.    Confirmation of Minutes

[16.14] Motion (proposed S Benjamin, seconded J Hammer).  That the approved minutes of the 14 December 2015 Board meeting be published.  Carried

[16.15] Motion (proposed S Benjamin, seconded J Hammer).  That the minutes of the 15 February 2016 Board meeting be approved and published.  Carried

[16.16] Motion (proposed S Benjamin, seconded J Hammer).  That the minutes of the 24 March 2016 Board meeting be approved and published, subject to an amended version being circulated to the Board mailing list.  Carried.

5.    Finance Report

• The Board noted the March 2016 accounts.
• The Board was advised of the following:
  • The Acting CEO is reviewing the timing of payment of the annual Registry Fee. 
  • The outgoing CEO final payment had been processed, costs will be reflected in the April accounts.
  • The fee payable by auDA under the ICANN contract was reduced on a good will basis last year.  The Acting CEO will review the contract again to see if any further renegotiation of fees is possible and will report in due course.
• The Finance Committee has reviewed the 2016-17 draft budget.  An updated draft will be reviewed by the Finance Committee once May figures are finalised, and will be sent to the Board for approval at the June 2016 Board meeting.  It was noted that, as part of the PPB review, guidance would be sought on best practice budget processes for not-for-profit organisations.
• The Finance Committee agreed that G McDonald (in his capacity as Finance Committee Chair) should replace the outgoing CEO as a signatory on the auDA investment accounts.
• The Chair thanked G McDonald for his ongoing work on the Finance Committee.

6.    CEO Report

• The CEO report was noted with the following items highlighted:
  • The Board noted the status report against the current Strategic Plan 2015-2018, and agreed that it would be appropriate for the Board and executive team to review the Strategic Plan later in the year.
  • The Board noted that P Szyndler will be auDA’s main representative at ICANN, supported by Directors and other staff from time to time.  Board members were asked to advise the Acting CEO if they wish to attend the upcoming ICANN Helsinki meeting, to facilitate travel arrangements. 
  • M Wood and J Hammer made suggestions for security-related sessions at the auIGF – one focused on high level cybersecurity strategy, and one on user-end security practices. These suggestions will be followed up by auDA staff.
  • The Acting CEO advised that future Board meeting papers would be available in OwnCloud commencing with the June 2016 meeting.
• A King attended the meeting and briefed the Board on the technical environment for auDA and .au.  Simon Johnson raised the issue of Critical Infrastructure and auDA compliance to the Protective Security Policy Framework (PSPF).  A King and the Acting CEO will follow up with relevant Government officials and report back to the Board in due course.

7.    Chair Report

• The Chair advised that auDA staff appear to have adjusted well to the recent changes, and that there has been no disruption to auDA’s day-to-day operations. .
• The Chair advised the option to renew the lease at 114-116 Cardigan Street, Carlton is due to be exercised in June 2016.  Contact has been made with the building owner for discussions and an update will be provided in due course.

8.    2015 Names Policy Panel Final Report

The Board discussed the outcomes of the independent market research which was conducted to help evaluate the likely demand for direct registrations.  The survey results showed that 60% of respondents were likely or highly likely to register “yourname.au” if it was available.  The survey was sent to a general public group, and a randomly selected sample of existing registrants.  The Board noted that of the 97,000 existing registrants who were surveyed, only 1,633 responses were received. 

The Acting CEO briefed the Board on implementation issues, processes and an indicative timeframe for introducing direct registrations. The Board noted that implementation planning will involve further stakeholder and public consultations during the year.

[16.17] Motion (proposed T Staley, seconded G McDonald).  That the Board accepts Recommendation 1A and instructs auDA staff to prepare an implementation plan for Board approval before the end of 2016.  Carried

[16.18] Motion (proposed T Staley, seconded G McDonald).  That the Board notes Recommendation 1B, but agrees that policy rules for direct registrations will be determined as part of the implementation planning process.  Carried

G Pongas abstained from both resolutions.

The Board approved the announcement of its decision, and the publication of the Panel’s final report and independent market research results.

9.  Board Committee Updates

Finance & Audit Committee:

• The Chair advised the Committee had met on 13 April 2016 and minutes would be circulated in due course.

Governance, Board Succession & Remuneration Committee:

• The Chair advised the Committee had not met since 28 January 2016 meeting.  The next meeting will be scheduled in June 2016 once the Cameronralph Board Performance Review report is received.

Strategic Risk Committee:

• The Chair advised the Committee had not met recently, the next meeting will be scheduled as required.
• The Chair noted there was outstanding Risk Committee meeting Minutes awaiting publication.  A public version of the minutes will be circulated for Board comment and approval to publish.

10.  auDA Foundation briefing

The Board noted the auDA Foundation briefing and requested the Governance Committee to undertake a review of the Foundation.

11.  Membership

[16.19]Motion (proposed K Srinivasan, seconded G Pongas).  Approve the membership applications in the classes indicated.  Carried.

[16.20] Motion (proposed S Johnson, seconded J Hammer).  Approve the change of membership class of The Australian Web Industry Association (AWIA) from Demand class to Supply Class.  Carried.

[16.21] Motion (proposed S Benjamin, seconded G Wiltshire).  Approve the online membership application and payment form.  Carried.

12.  Board Correspondence

The Board noted correspondence received from Ned O'Meara dated 8 April 2016.  The issues raised by Mr. O'Meara will be responded to by the Acting CEO.

13.  Other Business

• The Board agreed to arrange an exit interview with C Disspain.   
• A farewell function for directors who recently left the Board will be arranged.
• The Board accepted an offer from Richard Windeyer, DoC, that the Department provide a briefing on its views and approach to internet governance issues at a Board meeting in the near future.

14.  Next Meeting

The next Board meeting will be held on Monday 20 June 2016.

15.  CEO Recruitment – Board in Camera session

Stuart Benjamin

Chair                         

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