Executive Board Minutes - 29 October 2008

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

In Attendance: Keith Davidson (Executive Director), Susi Fookes (SSU Manager), Sandra Glasgow (Accounting Technician/Minute-taker).

Opened: 1.05pm - 1.30pm - Board alone time.

The Chair formally opened the meeting at 1.31pm.

Apologies

Apology received from Jordan Carter.

Minutes

RN 16/08: THAT the minutes of the Executive Board meeting held on 22 September 2008 be approved.

(June McCabe/Miki Szikszai)

CARRIED U

Matters Arising

The Executive Board register of action points – at 23 September 2008 (page 17 and 18 of the October Executive Board Papers) was used as the agenda for matters arising.

AP 23/08 –INZ Council is establishing an ‘External Relations Working Group’, who will look at the external and internal relationships for InternetNZ and report back.  Time expectations on the report are three months so AP 23/08 will be deferred until February 2009 Meeting.

AP 23/08 – Deferred until February 2009 meeting

AP 22/08 – There has been no progress on making arrangements for an Executive Board Retreat in early 2009 but the general consensus is that one is needed.  The feasibility of fitting the retreat in with the NZNOG meeting, which will be held in Auckland on 29-31 January 2009, will be investigated.  It is agreed the retreat needs to be an overnight event, ideally held during the week.  The general consensus is that a facilitator should be contracted to run the retreat and Miki recommended the services of Craig O’Connell. Susi will investigate and gather costs estimates for the retreat but can go ahead and book accommodation before the next meeting.

The purpose of the retreat should be to define the big issues, clarify our roles and formulate our way of dealing with the ‘big issues’. Keith has put together a paper based on one written by Rose Percival to start the process of creating a statement of expectations for the Executive Board, which was due for completion at the end of October.  This will be circulated as a starting point for discussion.

AP 24/08: Susi to lock in a date for the retreat, book a venue and have cost estimates to present to the board for the November meeting.

AP 25/08: Keith to circulate report for initial discussion on EB Statement of Expectations.

AP 26/08: Members of the EB to give broad outline of papers they would like to see addressed at the retreat.

AP 20/08 – June and Keith have not had time to report on any changes required to the financial policies that apply to the Executive Directors Office so this will be carried over to the November meeting.

AP 20/08 - to be carried over to the November meeting.

AP19/08 – Keith is in negotiations with Victoria University of Wellington regarding renewal of the Cyberlaw Fellowship.

AP 18/08 – The Executive Director developed and submitted two formats for the ‘closed projects’ reporting to be considered by the board.  One format (page 31 of the October Board Papers) is a short summary whereas the other format (page 53 of the October Board Papers is a detailed account of the projects that have been completed.

It was agreed that the detailed report is the preferred report but Judy would like to see the financial information in relation to the project included on this report.  More commentary against the objectives would also be valuable and the addition of some statistics, such as how many attended etc would also be valued.

AP 27/08: Keith to use the detailed report format as shown on page 53 of the October board reports for his project closure reports in the future but to add statistics, more commentary against objectives and the financial information relating to the project.

AP 10/08 – A letter has not yet been written to the InternetNZ Council to confirm that the Executive Board is now fully functioning.

AP 28/08: Susi to draft a letter for Paul to the InternetNZ council to confirm that the Executive Board is now fully functioning.

AP 01/08 – There was discussion around the appropriate method of communicating meeting times to the board members in a way that allowed them to be directly placed in calendars.  Susi will organise the distribution of this before the next meeting.

There was discussion as to the merits of keeping completed action points on the ‘Executive Board Register of Action Points’ and it has been agreed that only those which still require action should be shown in future.

Internet History 101

Keith gave a presentation on the history of the internet as related to InternetNZ.  The presentation was well received.

AP 29/08: Keith to circulate RFC1591 to the Executive Board.

AP 30/08: Keith to circulate his internet history presentation to the Executive Board.

3.00 – 3.08pm The board broke for afternoon tea.

Chairs Report

The Chair of the Executive Board has reluctantly accepted the resignation of Peter Dengate Thrush who felt he couldn’t contribute to the Board effectively due to a perceived conflict of interest with an alternate role chairing a working group for the Telecommunications Carriers Forum. The process to appoint a replacement  is now underway and a decision will be made as to whether to go back to market, review the previous shortlist of candidates or to ‘head hunt’ a preferred candidate.

Paul attended his first Chairs Convocation and found it very helpful. 

The topics covered were;

a.        The new role of council

b.       Councils commitment

c.       The external relations working group

d.       The strategic plan, which requires more work with Simon Riley

e.       The group business development, which is ongoing with Martin Jenkins

f.         The Digital Opportunities Trust (DOT)

g.        The role of the SSU, and

h.       Group accommodation.

The Executive Board will now submit its own reports to Council.  It is anticipated that this will be no more than a three page document containing links.

AP 31/08: Paul will work with Keith for creating a format for the reports before the next Council Board meeting.

As Chair of the Remuneration Committee, Miki updated the group on its activity.

RN 17/08: THAT Doug Martin be engaged to undertake the review of Executive Director and Manager SSU Leadership roles for $14,390 +GST, subject to amendments as agreed by the Remuneration Committee.

(Miki Szikszai/Judy Speight)

CARRIED U

RN 18/08: THAT the Remuneration Committee be delegated the authority to undertake a Salary Review based on keeping salaries in step with CPI (or similar). The outcome of the review would be recommended to the next meeting of the EB.

(Miki Szikszai/Judy Speight)

CARRIED U

There was discussion on the post election strategy and how to deal with the incoming government, what to deliver to them and how to develop relationships.

Paul and Keith will attend the first meeting with the ministers.  Other board members are also encouraged to attend this meeting to show a united front.  A document on the InternetNZ strategy will be published for presentation at the first meeting with the ministers.  The document is anticipated to be an easy reading, professionally presented document which is not too cumbersome in the hopes that Ministers will take the time to read it and keep it.

Paul expressed his view that the Executive Board needs to be well represented in meetings with the incoming Ministers and that all contact with the government and Ministers should be made through the Board or with the express approval of the board.

AP 32/08: Keith to circulate ‘Proposed Brief to Incoming Government’ to the EB and members to comment on the topics covered to enable a finalised brief to be agreed upon.

AP 33/08: Jordan to facilitate a conference call on 13 November to finalise the ‘Proposed Brief to Incoming Government’.

Executive Directors Report

Keith spoke to the report, and the floor was open to questions and discussion.

Paul would like to see the projects separated into order of priority.  The general feeling from the Board is that they don’t feel they have ownership of the projects as they inherited them and weren’t involved in the budgeting/planning process.  The Executive Board would like more information on the projects they have inherited, including the consequences of not completing the projects, the possible sunk costs associated with the projects and a formulated strategy for assessing the priority of projects.  It was also noted that there needs to be a system of making the connection between old and new projects without confusion.  This could maybe be something to concentrate on at the retreat.

There was discussion on the strategic planning and structural transition process; this will be discussed further at the retreat.

Keith noted that he is in the process of recruiting a part-timer for his unit to deal with project administration.  He noted that he is fully committed to using the SSU and his decision to recruit a part-timer is no reflection on the SSU or the services it provides but feels he needs a person to be situated in his office and involved with his projects, not contracted to him through the SSU.

All international travel commitments to 31 March 2009 have been confirmed but as yet no confirmations have been made for travel after 1 April 2009.  This will give the External Relations Working Group time to evaluate which relationships are deemed important to InternetNZ and produce their report on the matter before any funds are committed to attending international events which may not be deemed as important to the Strategy of InternetNZ.

AP 34/08: Include Copyright Act Issues to the agenda for future discussion.

At the last Executive Board Meeting, Keith was asked to develop a form for external parties to complete when requesting financial assistance from InternetNZ.  Keith submitted a draft format for the Boards Decision (page 40-42 of the October Executive Board Reports).

The general consensus was that the application form on page 42 was appropriate for those applications under $5,000.00 although Paul would like a section added for outcomes.  For applications over $5,000.00 it was agreed that the under $5,000.00 form was a good starting point but that the additional items listed on pages 40-41 should also be included in the application.  Judy would like to see questions such as who the other sponsors are, who the partners are, what the likely outcomes and milestones will be and what is the value of exchange for InternetNZ.

RN 19/08: THAT Executive Board approve the amended ‘Application for Funding’ for items able to be approved under the Executive Directors delegated authority.

(Paul Swain/ Miki Szikszai)

CARRIED U

AP 35/08: Board members will communicate to Keith which of the items on pages 40-41 of the October Executive Board Reports they feel should be on applications for funding over $5,000.00 and Keith will create a final template to submit to the EB for approval.

Keith also circulated an application from HiTech for funding of $17,500.00 which he asked the EB to consider and approve/decline before the next Executive Board Meeting.

AP 36/08: EB to consider and accept/decline funding application from HiTech before the next Board Meeting.

Reporting to EB, frequency and format

This is a work in progress

Reorting by EB to Council, frequency and format

This is a work in progress

RN 20/08: THAT the Executive Board receive the Executive Directors Report

(Paul Swain/ Miki Szikszai)

CARRIED U

Shared Services Unit Report

Susi spoke to the report. She has hired the services of Claire Eden - project manager who came highly recommended by the President of InternetNZ.  A discussion was then had as to where the budget for this new staff member was coming from.  Paul noted that he has told Council that he would not be going to them with further funding requirements but if the SSU was going to start contracting staff on behalf of Council, this may need to be re-evaluated.  Paul will initiate a conversation with Peter Macaulay to define clear lines and boundaries for the EB and the framework for engaging services within the SSU, who falls under the responsibility of the EB.

Susi also noted that she had employed the services of Claire Watson, staff member of the 20/20 Trust to work part-time over the next few months, then in a causal capacity in an attempt to clear some of the current backlog.

Susi brought to the EB’s attention that a budget had been set to appoint a Vice Chair and suggested they appoint someone.

RN 21/08: THAT effective immediately, Miki Szikszai be appointed as Vice Chair of the Executive Board

(Paul Swain/ Judy Speight)

CARRIED U

The building lease is currently held by the NZRS but it has been agreed that the SSU will be taking control of accommodation.  It was also noted that the SSU is to be taking over management of the Telepresence Project, which is a capital expenditure project.

AP 37/08: Council to be approached to write a letter outlining the role of the SSU in regards to accommodation.

Susi submitted a paper outlining the proposed processes for paying expense claims to staff and associates of InternetNZ.  A discussion was held around the content of the processes and some background information given.  It was noted that the processes are already in place but that a formal document needed to be submitted and approved by the EB in order to eliminate confusion and create clarity for all parties involved.  The general feeling was that the process recommended by Susi was fair and acceptable.

RN 22/08:       THAT the documented process for paying reimbursements to staff and associates by accepted by the EB and distributed to staff

(Miki Szikszai/June McCabe)

CARRIED U

AP 38/08: Susi to distribute documented process for paying expense claims to staff.

RN 23/08: THAT the Executive Board receives the SSU Managers Report

(Paul Swain/Judy Speight)

CARRIED U

PAG and PDP

There was discussion around the ‘Policy Advisory Group: Proposed Terms of Reference’ paper and the only thing found to be unnecessary was the need for convenors at this stage.  The position of convenors will be reassessed by 30 April 2009.

RN 24/08: THAT the Executive Board adopt the Policy Advisory Group: Proposed Terms of reference as amended and review the need for convenors by 30 April 2009

(Paul Swain/Miki Szikszai)

CARRIED U

The board then discussed the ‘Policy Development Process’ paper.

The following sections were agreed to be eliminated from the report;

1.       Bullet point 2 under Consultation Process - Broader Policy Statements – “If the Internet NZ Council indicates a desire to participate in depth in the preparation of such a statement, a workshop will be organised for council to have input.  This may be in conjunction with a public forum or scheduled council meeting, or it may be a separate event.

2.       Under the Consultation Process - Submissions heading, the bullet point for InternetNZ Council should be deleted from the paragraph, ‘As soon as notice of a request for a submission is received, staff will create a “call for comment” to advise the following groups of it and welcome any input on the issue:’

3.       Under the Approvals process – Submissions, bullet point one should be amended to exclude the phrase ‘and the InternetNZ Council’  so as to read ‘A penultimate staff draft of the submission will be provided to the Policy Advisory Group no later than four working days before the due date’.

It was further agreed that subject line for emails sent requiring urgent decisions should have in their subject line ‘Decision Required’ so as to alert readers to the need for urgent attention to those particular emails.

RN 25/08:       THAT the Executive Board adopt the Policy Development Processes as amended and review the process by 30 April 2009

(Paul Swain/Miki Szikszai)

CARRIED U

Decisions Timeline

InternetNZ Council would like the final budgets for each business centre by their meeting in December to enable discussion with the members at the member consultations in early 2009. 

It was noted that the Statement of Expectations, which was due by the end of October has not yet been completed but that the budgeting process must proceed anyway.  The danger in this, as noted is that producing budgets before the Statement of Expectations is finalised may lead to the budgets not supporting the strategic goals and direction of InternetNZ. Regardless of the concerns, the budgets are to proceed and be delivered to the EB mailing list within two weeks from this meeting date so that they are available for discussion in the November Executive Board Meeting.

AP 39/08: The Executive Director and Shared Services Unit Manager are to produce and deliver their budgets via the EB mailing list by 13 November 2008.

International Travel Policy

Now that an external relations working group has been established, the general consensus is that the current international travel policy is adequate but it will be reviewed when the working group submits its report.

General Business

a)       Council is currently working on their calendar for next year and it will be ready by their meeting on 12 December 2008.

b)      The EB have agreed to meet on the last Wednesday of every month.  The long term aim is to reduce the frequency of the EB meetings but for the next year one should be scheduled every month.  This can be amended if it is found that they are no longer required.

c)      Paul updated the Board on InternetNZ’s relationship with TUANZ.

d)      It was noted that Keith’s department is going to be a staff member down for the next month or so.  Jordan is on leave until 8 November 08 and Keith is leaving for the ICANN meeting on 31 October 08.  Once Keith is back, Jordan is then off to ECTA before meeting up with Keith at the APTLD meeting in December. 

e)      It was noted that the InternetNZ offices will close for the two weeks over Christmas as has normally occurred.  Staff can of course come in to work if they choose but where external parties are concerned, we will be closed.

f)        There was discussion around the receipt of the Select Committee news and the Goldstein Report via email and Keith noted that if members did not want to receive the reports to advise him and he will cancel them.

g)       There was discussion around how open the Executive Board meetings should be and whether outside parties should be invited to attend, if so desired.  There were mixed feelings on this subject so the conversation was cut short and noted that this point should be added to the agenda for a future meeting.

AP 40/08: Add openness of meeting to the next meeting agenda.

Next Meeting: Wednesday 26 November, InternetNZ 1 – 6pm

Meeting Closed: 6.10pm

Signed as a true and correct record:

…………………………………………..

Paul Swain, Chair