Executive Board Terms of Reference

The Executive Board (EB) has been established as an oversight committee by the Council of the Internet Society of New Zealand (InternetNZ).  The EB acts as the governance body for the Executive Director’s Office which undertakes the policy and advocacy affairs of the Society (except those relating to the .nz domain name space), and the Shared Services Unit which provides shared administrative services to InternetNZ’s business units, and some agreed services to the InternetNZ Council and Members.

The key functions of the Executive Director’s Office encompass:

• advocacy and public policy development

• promoting and fostering technical development and innovation

• international representation at relevant fora

• establishing, project managing and overseeing the activities of specially formed project committees (currently called Task Forces or “Tiger Teams”) within the agreed strategy and business plan of the Society.
  

Appointment of the Executive Board

The EB is appointed by the InternetNZ Council.

The Board will consist of five directors. 

One (and only one) of the directors will be an InternetNZ Council member, who has been appointed specifically by the Council to the Board.  The other directors will be independent people, appointed for their skills and experience, and their ability to contribute as a director at a governance level. 

The director who is also a council member of InternetNZ is not there as a “representative” of InternetNZ.  This director is expected to provide a connection with and convey the views and position of InternetNZ.

The Council also designates the director who is to Chair the Board.  This person cannot be the InternetNZ Council member on the Board.

Term of Appointment

All directors are appointed for a term of three years, with a maximum of three three-year consecutive terms.

Where the InternetNZ Council member appointed to the Board finishes his/her term on the Council, the Council may agree to that person completing their current three-year term as a director.  This is a decision that the Council should take a decision on, on the advice of its Nominations Committee, rather than allowing the term to continue as though the director continued as a member of Council.

The Chair is appointed for a three year period (renewable) and that for the purposes of succession planning, the normal term limit would, if necessary, be extended so that a Chair would not be prevented solely by the term limit (i.e. three three-year terms) from serving two full three-year periods from the time he/she was first appointed as Chair.