Executive Board Minutes - 27 August 2008

Present: Paul Swain (Chair), Miki Szikszai, Judith Speight, June McCabe (via phone).

In Attendance: Keith Davidson (Executive Director), Jordan Carter (Deputy Executive Director), Susi Fookes (Shared Services Unit Manager), Kaylene Dowers (Minute Taker), Campbell Gardiner, Richard Wood (Research & Communications Officer), Richard St Clair (Technical Support).

Opened: 10.00am - 10.30am - Board alone time.

The Chair formally opened the meeting at 10.35am.

Paul Swain welcomed everyone to the first formal Board meeting and said he hoped that by the end of today we will make a start in discerning where we are heading and provide clarity over the transitional period.

Policy issues are important and there will be discussions today around how InternetNZ will handle them. 

Apologies

The Board received an apology from June McCabe and Peter Dengate Thrush, although noting that due to June’s mix up of dates she is still able to connect via conference call early this afternoon.

Diary dates were checked for the next meeting, and the Board requested that these are sent via meeting calendar invitations (iCal) so they are automatically inserted into calendars and PDAs. This can be done via Google Calendar.

AP 01/08: SSU Manager to arrange notification of meeting times to Board members in such a way that they are directly placed into calendars.

Minutes

The minutes of the last meeting held Tuesday 22 July 2008 were a good reflection of the meeting however page 6 required amending.  The purpose of ‘Board Alone’ time is for Board to discuss issues on policies and agenda items as to what needs to be looked at and covered and be brought out during the discussion times and whether more clarification is required from staff.  Items are not discussed at an in-depth level as this is done at the actual meeting.

RN 01/08: THAT the minutes of the meeting held on 22 July 2008, as amended, be received and adopted as a true and correct record.

(Paul Swain/Miki Szikszai)

CARRIED U

Matters Arising

a)       Register of Interest – To replace the word “conflict” with “register”.

b)      Payment as Board Member – payments are available on receipt of a GST invoice, or by payment with withholding tax deducted at source. If Board members would like to take up the second option they should provide relevant IRD details and complete the necessary form working with the SSU Manager.  There will be a letter going out as soon as possible, with clarification of the technical date that the Executive Board was formed. The letter will include the amount of meeting fees each Board member will receive.  This will need to be co-signed by both President and Chairman before going out to Board Members.

AP 02/08: SSU Manager to draw up Register of Interests.

AP 03/08: SSU Manager to prepare a board appointments letter for members of the Board, to be signed by the InternetNZ President and the Chair.

The Board agreed meetings will be on a monthly basis, and that minutes will be prepared and distributed to the Board within five working days of the meeting.

Agendas for meetings and draft papers for meetings that are not commercially or staff sensitive will be published on the InternetNZ website in advance of Board meetings. Draft minutes of meetings will be posted on the InternetNZ website, after review by the Board, unless the Board specifically notes that they are confidential (i.e. contracts etc).

Paul Swain reiterated his comments to Council last week:

1. That he will attempt to be at every Council meeting and if not available he will organise a replacement
2. Make active engagement with our members on public policy issues.
   

RN 02/08: THAT all papers will be published before Board meetings unless the Board requires confidentiality; and

THAT all public material should have a “DRAFT” watermark; and

THAT reports draft and financial are available to InternetNZ members

(Paul Swain/Judy Speight)

CARRIED U

The Board postponed item Internet History 101 until the next meeting due to June McCabe and Peter Dengate Thrush not being present.

AP 04/08: Agenda item Internet History 101 be tabled for the next meeting.

11:23 am meeting break

11:28 am Campbell Gardiner, Richard Wood, Richard St Clair arrived at the meeting

11:30 am meeting reconvened

Policy / Advocacy Board and Executive Director

Paul gave an overview of the projects that he sees the Executive Board dealing with and this was followed by each staff member briefing the Board on the projects that they are dealing with or part. The purpose of the discussion was to outline where InternetNZ is currently focusing its work, and to ascertain areas of common focus between the existing work programme and the emerging priorities of the Board.

Appendix 2 (see attached) summarises the discussion and outlines the framework the Board is developing for its strategy.

From the notes from the Strategic Planning Day on page 36 there is a list of professional key complementors. InternetNZ should be seen as the leader of knowledge, advice and research in the Internet industry.

The Board plans to set an objective to identify complementors that they already engage with and others which they need to engage.

Internationally, the Executive Director’s office needs to consider which forums and conferences to attend, and which can be delegated to other parts of the organisation.  Also, there needs to be more consideration of how many people are required to attend each meeting.

The Board’s view is that InternetNZ is becoming more responsive to outside organisations and needs to decide what issues to respond on.  InternetNZ’s strength is thought to lie in social impact and people and wanting practical outcomes.  InternetNZ needs to continue to take a strong leadership role, setting the agenda in the industry.

For details, see Appendix 1.

12:35 Meeting broke for lunch

1:05 meeting reconvened

Meeting continued from Internet Patents in the power point slides and results are in appendix 1.

The Board requested more information on each project including clarification on the project costs. All project reports should contain a summary of recent activity, and the dates when outcomes are expected.  Further, they should note which are high priority projects.  Staff will note whether they are a Low/Medium/High priority and Active/Non-active.  Another possible approach would see each project ranked on a 1-5 scale of priority, with 5 being critical and 1 being able to be dropped.

Some of these projects are likely to drop off while others are maintained, elevated or put as a lower priority.  New ones will be started, but all will be linked in to the InternetNZ Strategic Plan. Members have endorsed these projects in adopting InternetNZ’s 2008-09 Budget and Business Plan, so any major deviations to the existing plan should be discussed with members as part of decisions being taken.

AP 05/08: Campbell to send out Cyberlaw Fellow’s Internet Governance Paper to Board.

AP 06/08: Executive Director to update information on each of the projects that were on the slides for the next Executive Board meeting.

AP 07/08: SSU Manager to add Executive Board members names to the Public Liability Insurance Policies.

AP 08/08: Executive Director to produce a summary page of projects for easy consideration by the Board.

AP 09/08: Executive Director to give a half hour presentation at the next Board meeting on international engagements.

3:50 pm Campbell Gardiner, Richard Wood and Richard St Clair left the meeting.

The business plan was discussed with suggestion made that over the next 12 months InternetNZ would work out a project under each title as defined in appendix 2. The Board acknowledge the large work programme already under way and its desire to ensure that work becomes more focused and coherent.

Transition

a) Transition Plan for Executive Director and the Shared Services Unit

Staff informed the Board that a timetable and plan was not made clear at the time of the transition to the new governance arrangements.  Senior staff instead crafted a transitional plan, noting that some governance issues regarding the handover remain unclear.

The InternetNZ Council was thought to have resolved to adopt the Structural Review document and this plan was then appointed to the Executive Board.

The Executive Committee in practice handed over their delegation to the Executive Board at the last meeting.   However, Board members noted that the InternetNZ Council  also resolved that the Executive Committee be maintained until the Council abolishes it, at its March meeting.  Therefore is up to Council to disestablish the Executive Committee, not the Executive Board.

The Board further noted that the Executive Director is still formally employed by the Executive Committee and that this needs clarification.  Usually after every AGM all committees are abolished and new committees are reinstated, but it was not clear whether the abovementioned Council resolution superseded this policy.

The Board also noted the following resolutions of the InternetNZ Council from its meeting in March 2008:

RN 04/08: THAT Council confirm the continued existence, role and operation of the Executive Committee, composed of the Officers of the Council, and operating under the Terms of Reference as approved by Council in August 2007.

RN09/08: THAT The EDOB be established and assume its role once Council has agreed (if necessary by Evote) on the advice of the Executive Committee that the restructuring process has reached an appropriate point for this to occur.

As the Board is not aware of any subsequent resolutions of the InternetNZ Council which replace these, it decided to write to Council advising that the Board is operating on the basis that it is empowered under its Terms of Reference, and seeking formal acknowledgement of this state of affairs by the Council at its next meeting.

AP10/08: Paul Swain to write to the InternetNZ Council, confirming that the Executive Board is now fully functioning.

RN 03/08: THAT the Board resolves to write to the Council confirming that it is now fully functioning.

(Paul Swain/Judy Speight)

CARRIED U

b) Budget Split

The Board has been asked by the InternetNZ Council to prepare a split Budget (of the existing InternetNZ Budget) outlining six-month budgets for the Board, the Executive Director’s Office, the Shared Services Unit, and on an indicative basis the Council itself, and propose this to the Council for its consideration. This to be based on the draft Split Budget that Council received at its meeting of 22 August 2008.

AP: 11/08 SSU Manager and Executive Director to prepare the budget split and request evote approval prior to next EB meeting.

c) Setting up of Remuneration Committee

The Board discussed who would be on the remuneration committee and agreed that those who were available would to be on it:  June McCabe, Miki Szaikszai, Paul Swain and Judy Speight.

RN04/08: THAT a Remuneration Committee be established, and that its members, those that have noted their interest of availability being June McCabe, Miki Szaikszai, Paul Swain and Judy Speight; and

THAT Peter Dengate Thrush be asked to confirm his unavailability; and

THAT the Remuneration Committee meets prior to the next Board meeting and report back; and

THAT the Remuneration Committee considers employment agreements of the Executive Director and the Shared Services Unit Manager.

(Paul Swain/Judy Speight)

CARRIED U

d) Proposed Internal Policies for the Executive Director

Keith Davidson presented the draft Policies to the Board.  The Board discussed the draft including the level of detail in the policies, particularly section 2, and reporting to the Executive Board. The Board decided to add an additional clause stating that management reporting will be made on a monthly basis to the Executive Board.

In the interim period before the Board finalises its strategic direction and business plan, the proposed Internal Policies were agreed to be appropriate in allowing the Executive Director to continue his work without constant discussion with the Board over money issues.

The Board also briefly discussed international travel issues and the possibility of changing the internal applications and approvals process for this.  The Chair noted his desire to discuss this with the InternetNZ Council to better coordinate international travel and representation.

RN 05/08: THAT this report be received as amended (1h deleted, and reporting note added); and

THAT the internal policies and delegated authority be adopted in the interim until 31/12/08; and

THAT the Board consult with Council on an international travel policy.

(Paul Swain / Judy Speight)

CARRIED U

e) Proposed Internal Policies for the Shared Services Unit

In section 4 under the heading “Reporting” the SSU Manager requires an “a” and ”b” stating the following:

(a)     All reports except those exclusively applying to Council should be authorized by the EB.  These reports are of quarterly reports, the annual report and accounts, and annual business plan incorporating the budget, along with longer term strategic plans.

(b)     Reports to the EB will be made on a monthly basis.

RN 06/08: THAT this report be received as amended; and

THAT the internal policies and delegated authority be adopted in the interim until 31/12/08

(Paul Swain / Judy Speight)

CARRIED U

f) Policy Advisory Group

The Board discussed the paper, noting that discussion on policy issues should be kept away from the members’ discussion list and instead focused on a new list.  All Board members are to be subscribed to the existing Technical Policy and Public Policy Committee e-mail lists, The Board also requested, as an aside, that Richard Wood and Campbell Gardiner be subscribed to the Executive Board list to be kept informed.

AP 12/08: SSU Manager to add all Board members to the TecPol and PubPol email lists, and core staff to the Executive Board e-mail list.

Future meeting dates would be agreed at the next meeting, with the intention that the Deputy Executive Director is able to attend both NetSafe members’ meetings and Board meetings, which at present are held on the same day.

AP 13/08: SSU Manager to include upcoming meeting dates on the next Board meeting agenda.

Next Meeting: 24^th September and will 12:00pm – 5:00 in Wellington

Meeting Closed: 17:34pm

Signed as a true and correct record:

…………………………………………..

Paul Swain, Chair