New Zealand Domain Name Registry Ltd Proposed Communication & Reporting Protocols 28/09/04
The Board of NZDNRL agreed at its last meeting on two types of reporting it intends to adopt. The first of these requires discussion with and the agreement of the InternetNZ shareholder entity to which it will report (as yet unclear, see below).
The two types will cover:
- Governance reporting to InternetNZ as NZDNRL's shareholder; and
- Operational reporting to InternetNZ as NZDNRL's major "customer" and as part of two-way reporting under an agreement between NZDNRL and InternetNZ relating to the operation of the registry.
These reporting protocols are designed to be quite formal to ensure each of NZDNRL, InternetNZ, New Zealand Oversight Committee ("NZOC"), Domain Name Commissioner ("DNC"), etc are all very clear on what information is being provided to whom and why, and whether information is being provided in the capacity of shareholder / subsidiary company or service provider / major "customer".
See the following pages which set out the details of each of the reporting protocols.
1. NZDNRL reporting to InternetNZ as its Shareholder
As a corporate entity and in terms of good governance practice, it is appropriate that NZDNRL has some quite formal reporting / communications processes in place with its shareholder.
All reports (e.g. quarterly reports, annual business plan) / major letters, etc to InternetNZ as shareholder should be authorised by the Board and signed by the Chair of NZDNRL. All documents will clearly note whether the information contained within is "commercially sensitive" and where that is the case, will be accompanied by a request from NZDNRL that InternetNZ respect the commercial sensitivity of the information and not treat it as public information, for example, by entering it into open meeting records or posting it to its website.
Annual Communications
a. The key report each year will be the Annual Report incorporating the annual financial statements (as required under Companies Act).
- The Annual Report will follow statutory / standard format and disclosure regimes
- The Annual Report will not automatically be a matter of public record (the Companies Act does not require NZDNRL's Annual Report and accounts to be made publicly available). However, if, under InternetNZ's "open communication" policies, it wants to make these available, NZDNRL will consider what information may be commercially sensitive and therefore not appropriate for public disclosure and what form the Annual Report should take to ensure it adequately informers readers (e.g. a separate "public" Annual Report may be prepared that provides more narrative about operations and activities than the statutory version and which may only contain some high-level summarised financial information).
b. The other key document each year will be the Annual Business Plan incorporating its budget (as required by governance best practice)
- NZDNRL's shareholder will be asked to approve the Annual Business Plan
- The Annual Business Plan will contain :
- Strategies, objectives and plans for the ensuing 12 months, key strategic issues facing the company, commentary on the business environment the company operates in, key customers, risk analysis, key budget assumptions, etc
- Budgets - 3-year budget (Statement of Financial Performance, Statement of Financial Position, Statement of Cash Flows, Capital Expenditure, ratios and key performance indicators) consisting of monthly budgets for ensuing 12 months and annual budgets for the following two years.
Quarterly Communications
a. During the year, NZDNRL proposes to submit a Quarterly Report from Chair of NZDNRL to InternetNZ. This report will consist of :
- Summarised quarterly and year to date financial statements together with ratios and key performance indicators actual against the budgets and KPI's in the approved Business Plan
- A 1 to 2 page written commentary at a quite high level commenting on financial performance, major operational and strategic issues, outlook for the rest of the year.
The quarterly report would not be submitted to the shareholder until it has been reviewed and ratified by the Board of NZDNRL.
Monthly Communications
It is not proposed to submit any formal monthly reporting to the shareholder, but there may be informal contact from the Chair to the Chair/President of the shareholder entity as judged appropriate by the Chair on a situation-by-situation basis.
Recipient of Reports to the Shareholder
The 29 June 2002 InternetNZ meeting (in lieu of the AGM) included some discussion as to whether the formal reporting by NZDNRL should be direct to the Council of InternetNZ (i.e. the Chair of NZDNRL would address the letter to the President of InternetNZ) or to the NZ Oversight Committee as the entity charged by the InternetNZ Council with the responsibility of formal liaison with NZDNRL. Some at the AGM considered the latter, but others were adamant that InternetNZ had formally voted to approve the former, and that the NZ Oversight Committee had not been and could not be delegated the task of monitoring the registry company in a shareholder/subsidiary capacity.
NZDNRL needs formal advice from InternetNZ as to who the reports should be addressed to. (Note the Chair's letter to InternetNZ President Keith Davidson of 9 July (copied to the DNC) requested this. To date, no reply has been received.)
2. NZDNRL reporting to InternetNZ as its key customer
This is a key operational relationship and as such will be managed at the management level. That is, the NZDNRL Registry Manager will have a set of regular meeting and reporting requirements under an effective "account relationship" regime with InternetNZ and under the requirements of the agreement between the parties relating to the operation of the registry.
This is totally separate to the relationship with InternetNZ as shareholder.
NZDNRL is a party to the Stabilising Registrar Agreement with Domainz and InternetNZ. This agreement imposes operational obligations on NZDNRL. These obligations, and maybe others yet to be established, are expected to be encapsulated in a separate agreement (some type of service level agreement) between InternetNZ and NZDNRL to cover the period post October 2002.
The reporting regime will be designed to determine to ensure that:
- Each party to the agreement (NZDNRL and InternetNZ) meets the formal reporting obligations to the other as recorded in the agreement; and
- Each party to the agreement keeps the other informed of key issues and provides key service delivery and monitoring information to enable an effective working relationship.
The reporting would therefore be two-way.
It is proposed that NZDNRL Registry Manager Nick Griffin and InternetNZ DNC Debbie Monahan determine the basis of a monthly reporting regime on operational issues affecting both parties and that the principles of this reporting framework be incorporated in the impending agreement between NZDNRL and InternetNZ for the operation of the registry post October 2002.
NZDNRL's customer report to InternetNZ may include:
- Operational KPI's for the past month (actual against target)
- Major customer issues (where they affect the DNC)
- Policy issues affecting the operations of the registry
- Plans for technical developments / operational changes
- Reports on current technical developments / operational changes
Determination of the contents of the report needs to take account of any commercial sensitivity issues. This may require NZDNRL to withhold any commercially sensitive information where InternetNZ intends treating the report contents as "public" information, for example, by posting it to its website
It would not include any aspects of NZDNRL's performance as a company i.e. financial performance or legal issues; it is purely an operational report prepared as part of an effective key customer relationship and to meet the reporting obligations recorded in the agreement between NZDNRL and InternetNZ.
The NZDNRL customer report to InternetNZ would be prepared by and signed by the Registry Manager.
Recipients of the customer report from NZDNRL would be:
- DNC and any other InternetNZ key personnel noted in the agreement (The DNC and NZ Oversight Committee may determine that the DNC copy the NZDNRL report to the NZ Oversight Committee).
- NZDNRL Board (for information only).
August 2002
