Structrual Review Workship - 4 March 2006
Background:
Council wishes to have a 90 to 120 minute workshop to discuss options for, and how to proceed with a structural review of InternetNZ.
Some of the key issues are:
Purpose
Scope
Process
Timing
Cost
This paper is designed to serve as a catalyst for discussion at the workshop. Following the workshop it is hoped that an (amended) paper will be approved for consultation with members at the April consultation meetings.
Purpose:
It has been 10 years since InternetNZ was established and it is therefore timely that a review of our overarching structure should occur.
The review is sought not in response to a crisis or particular failing.. While there have been various changes to structure over the past ten years, such changes were limited in scope and ad-hoc in nature
There have been a number of useful and beneficial reviews in particular areas such as constitutional changes with elections and the structure for .nz decision making.
It has also been five years since the key decision on the .nz structure were made, and there was an informal consensus at the time of the decisions that once they had been given a chance to settle in, they would be reviewed.
The proposed purpose for the review is:
Determining the organisational structure that will be most effective in allowing InternetNZ to meet its mission, vision and goals
Scope:
The review can either be a full review of all areas of the society’s structure and related operations, or limited to some key areas in the interest of simplicity and cost. The contra of any limitations is the outcome may not produce as optimal a structure..
Even if there is a full review, some guidance should be given to the reviewer in terms of specific areas to seek feedback on. Council should debate if there are any areas missing, or if any areas should be placed ‘out of bounds’
Form of Organisation
Is the InternetNZ preferred form an incorporated society or a charitable trust, or some combination of the two, or as a limited liability company?
Legal Liability
How well does our current structure protect InternetNZ and its members from legal liability?
What are the liability consequences of the proposed/possible alternate structures?
Governance Structures
What is the ideal role, size, composition, remuneration (if any) and method and terms of election or appointment of InternetNZ’s governing body.
.nz Structures
Currently Council delegates the policy and market regulation of .nz to a committee – NZOC and the operation of the ..nz registry to a company – NZRS. The legal and tax issues around both need reviewing.
Management
The wider InternetNZ Group has around 15 staff reporting to three senior managers who in turn each directly report to a governance body. An exploration is desirable of the pros and cons of having a unified staff structure with a CEO who is the reporting line for all three senior managers.
Structure of Sub-Groups
Council has established many sub-groups as committees, taskforces working groups and steering committees etc. A review of the purpose, role, structure and powers of such sub-groups is desired.
Membership
What should be the role and powers of members in InternetNZ. How best can InternetNZ serve/use its members?
What are the best mechanisms for input from and interaction with the local Internet community?
Other Issues
Other issues such as the legal name of InternetNZ also to be explored.
Process and Timing :
The proposed process is as follows:
Council Workshop debates Structural Review March 06
Council approves draft terms of reference for the review March 06
Members consulted at Consultation Meetings on Review April 06
Council approves final terms of reference for Review April 06
Review Taskforce considers suitable applications for a lead reviewer May 06
Review Taskforce circulates list of proposed stakeholders to interview. May 06
Such as:Current Councillors and Officers
Former Officers
Some former Councillors
Members of NZOC and NZRS
All Staff
Some members (either individually or at a group discussion)
Accountants, Auditors and Lawyers as necessary
Reviewer undertakes interviews Jun – Jul 06
Reviewer submits draft review to Taskforce Aug 06
Taskforce submits draft review to Council Aug 06
Draft Review opened for staff and member comment Sep 06
Revised Report submitted to Taskforce Sep 06
Revised Report submitted to Council Oct 06
Revised Report opened for final staff and member comment Nov 06
Final Report submitted to Taskforce Nov 06
Final Report submitted to Council Dec 06
If changes are agreed, the following implementation plan could apply:
Structural Review Taskforce prepares transition plan if necessary early 07
Structural Review Taskforce draws up constitutional amendments Feb 07
Council approves constitutional amendments in principle Feb 07
SGM called to vote on amendments Apr 07
New structure operating by AGM 07
This would all be contingent on what change, if any, is agreed to. A change to a charitable trust (for example) would involve different changes.
Cost:
Two models for the review are out forward. One is for $20,000 and another for $100,000.
A $20,000 review would be largely an internally driven review with the Review Taskforce actually conducting the interviews with stakeholders and proposing reforms which in its views would be best for the society.
A $100,000 review would have the Taskforce engage a “lead reviewer” who would be a professional with experience in organisational issues – especially for a non-profit. They would work with the Taskforce in drawing up a list of questions and stakeholders to interview. They would more importantly conduct the stakeholder interviews and write the draft report which would have proposals and/or options for reform. The role of the Taskforce if we use an external reviewer would not be to impose their personal views on the reform proposals but to provide input to the reviewer to ensure he or she is asking the right questions to the right people and to provide background history etc.
The $100,000 budget for using an external reviewer is considerable and members of the initial Taskforce were not unanimous that this was the right amount and Council will be asked to make a decision on this.
The interim Taskforce Chair made the point that this is not a review just of InternetNZ and it’s $1.0 or so annual budget but a review of the entire INZ Group which has a greater than $5 million turnover and in that context the organisation review is just 2% of turnover.
The other factor is that this is seen as a once in ten years review, so amortised over that period it can be seen as equal to $10,000 a year.
Hence most support is for a $100,000 budget. It is also worth noting the annual amount of tax paid by NZRS pre-dividend is well over $500,000
A rough breakdown of the proposed budget is:
Taskforce Meetings $5,000
Expert Legal and Tax Advice $25,000
Lead Reviewer $50,000 (200 hours @$250/hr)
Member Meeting Costs $10,000
Other Expenses $10,000
Until such time as RFIs are put out for a reviewer, the budget is indicative.
Taskforce Members
If Council and the members approve of the structural review, the following are proposed to be on the Review Taskforce. Expressions of interest are sought for additional members.
Please note that many of the proposed TF members have indicated willingness to participate on the assumption they themselves will not conduct the review and a lead reviewer will be engaged. If this is not the case some members will not be available due to the higher time commitment needed.
The following are proposed
Roger Hicks (Chair)
Chris Streatfield (Deputy Chair)
David Farrar
Frank March
Colin Jackson (ex-officio)
Michael Wallmannsberger
At least one additional current Councillor who is not an Officer
David Farrar
Interim Chair
Structural Review Taskforce
