Appointment of NZDNRL Directors

Background
1. InternetNZ is the delegated authority for the ".nz" Country Code Top Level Domain (ccTLD).
2. InternetNZ is sole shareholder of NZDNRL, a company established to operate the registry for the .nz namespace. The company is responsible for the technical operations of the registry, with policy being set and administered by the office of the Domain Name Commissioner and the .nz Oversight Committee.
3. Since its commencement in May 2002 NZDNRL has had a Board of 5 non-executive directors.
4. The current board, which works to a formal governance policy, has a good mix of:

Governance skills and experience;
Business acumen and financial literacy;
Technical skills (although now diminished with David Zanetti's resignation);
Association with the shareholder and Internet community.
5. A key feature of the Board's activities since inception has been the need for quite "hands-on" and quite time-consuming involvement by the Board, reflecting the -

Start-up phase of the company;
Small staffing level, with the General Manager having, by necessity, a very operationally-focussed role thereby leaving less time for CEO-type activities, some of which have had to be taken up by the Board;
Need for a robust risk-management approach to business (a small organisation undertaking a critical infrastructural role with serious consequences for operational failure).
Two Directors Standing Down
In accordance with the Tenure Policy (approved by INZ Council on 8 November 2002 on the recommendation of NZDNRL), two directors stand down at each AGM from 2004 onwards and, if they choose, offer themselves for re-appointment for a further term (of two years). That Policy is attached.
Merv Delany and Anne Urlwin have indicated they will stand down at the AGM in July, and being eligible, offer themselves for re-appointment.

Skill Sets Sought
Taking into account the experience and background of the three remaining directors, and the very recent appointment of one of them, along with the state of the company's development (including its 2003/04 to 2005/06 Company Plan), the skills currently required are as follows:

Financial and accounting knowledge and experience
IT management and project management knowledge and experience
Familiarity with registry systems and business processes (either domestic or international).
In addition, directors should have the skills as set out in the accompanying Director Role Description.
It is the wish of the Board at this time, that the two directors who have offered to stand down be re-appointed for a further term of two years.
Director Role Description
Board Functions
The director must contribute, as part of the team of directors who constitute the Board, in an effective manner to the Board undertaking its functions. These include -

1. Maintaining a future focus - providing leadership and a sense of direction for the company.
Specific tasks for directors include -

Employing, mentoring and coaching the General Manager;
Setting the vision, mission and values for the company;
Agreeing strategy, business plans and budgets;
Ensuring adequate resources and management delegations to enable achievement of the company's objectives. 2. Ensuring effective issues management and communication. Specific Board tasks include -

Regularly communicating strategy and performance with the shareholder and key stakeholders;
Anticipating, preventing if possible, and managing significant issues and crises.
3. Compliance and risk management.
Specific tasks for directors include -

Ensuring conformance with legislative and regulatory requirements and best practice;
Ensuring adequate processes for identifying, assessing and mitigating risks to the company and company personnel;
Ensuring adequate internal controls and processes are in place to protect the company's assets (physical, financial, human and intellectual capital).
4. Monitoring company performance.
This requires the Board -

Ensuring accurate, timely and relevant management reporting, to enable effective monitoring of KPI's and financial aspects of company activities;
Monitoring management's progress towards meeting agreed business plan and budget objectives;
Monitoring and evaluating the General Manager.
5. Ensuring effective Board performance.
Specific Board functions include -

Annually reviewing the functions and performance of the Board and its members, and any Board Committees;
Ensuring (in consultation with the shareholder) appropriate Board composition, mix and capability.
Generic Director Skills
The following generic director skills are sought -

Common sense, wisdom and judgement;
Integrity and commitment to ethical behaviour;
Business acumen (including some financial literacy) and a track record in his / her field;
Independent thought and the ability to debate and defend viewpoints;
Objectivity and the ability to take a broader perspective - the "helicopter view";
Ability to work as part of a team and support the collective view of the Board;
Appreciation of the legal roles and responsibilities of a director;
Time to commit to the role;
Appreciation and empathy with the objectives and vision of the shareholder and other key stakeholders;
Interest and enthusiasm for the company's business.
Attachment 1 - Directors' Tenure Policy
1. No Directors shall retire at the company's first Annual General Meeting (AGM), to be held in the 2003 calendar year.
2. At the Company's second Annual General Meeting, to be held in the 2004 calendar year, and at each subsequent Annual General Meeting, two Directors shall retire by rotation in accordance with Clause 3 of this policy. Each retiring Director shall be eligible for re-appointment.
3. The two Directors for retirement each year from 2004 onwards shall be the two that have served the longest terms.
(a) If, at the time of determining the two Directors to retire by rotation at that year's AGM, more than two Directors have equal longest terms and the Directors cannot agree on the two Directors to retire by rotation, then the two Directors to retire shall be determined by ballot.
(b) For the purposes of determining the two Directors to retire at the company's second AGM (i.e. the AGM to be held in the 2004 calendar year), the Chair shall not be eligible for retirement. This restriction shall apply only for the Director rotation for the 2004 AGM.
Links to further information:
InternetNZ: www.internetnz.net.nz
NZDNRL: www.nzrs.net.nz
Domain Name Commissioner: www.dnc.org.nz
NZDNRL Annual Report
Applications close on Monday 14 June 2004, and should be addressed to president@internetnz.net.nz or President, InternetNZ, P O Box 11-881, Wellington.
© 2004 The Internet Society of New Zealand Last updated 6 June 2004