Governance & Constitutional Committee Report of Meeting 16/04/05

Meeting of Saturday 16th April 2005 at INZ Offices.

Present: David Farrar, Michael Wallmannsberger (deputy Chair), Chris Streatfield (Chair).

Apologies: Dave Moskovitz.

In attendance: Jordan Carter, R&P officer - Committee support; Pete Macaulay, Executive Director (teleconference); Doug Mercer.

Agenda Discussed:

• Doug Mercer on Project Governance (11am)
• Gov & Const Committee Composition
• Governance training for Council (and run after every AGM?)
• General Governance Issues
• Committee structure
• Issues around SC/TF/WG Terms of Reference going forward
• Creation of a Policy Manual
• Authorities for Committees, Staff, Etc. + Policy on delegated financial authority
• AGM issues timeline, voting software and job descriptions
• Review Officer/Councillor Job Descriptions
• Separate election list
• Voting Software
• Council/Committee/Officer Assessments
• Constitutional Amendments:
• Formalise the election process for the Council Representative on the Executive Committee.
• Immediate Past President
• Constitution change required such that matters can only be discussed at the AGM if notified to the Secretary correctly.
• Review draft report from previous Committee meeting
• Support for Committees
• Resourcing of Gov & Const Cmte
• Remunerating committee chairs

Meeting opened at 11:00 am.

1. Governance around projects:

The Committee welcomed Doug Mercer and thanked him for giving up part of his w/e to be at the meeting. Pete Macaulay joined the meeting by teleconference.

The Committee had only received the final draft of the paper from Doug the day before the meeting so had not had adequate time to either fully digest the recommendations or to request some minor changes. These were sorted out in the discussion, and Doug noted that the final version would be available on Wed 20 April. The Committee questioned Doug on whether there were any matters he wished to bring to the attention of the Committee which were not covered in his paper. His comments effectively reinforced his recommendations and noted the difficulty of comparing policies with best practice because of the serious problem of not having a clear policy manual. An issue that has been under discussion for some years in the G&C Committee. The report is appended as Annex 1. The Committee thanked Doug for his work and noted the great value of having an external assessment of the situation.

Doug Mercer and Pete Macaulay left the meeting at 12:05.

2. G&C Membership

This has been raised because of Jordan's resignation from the Committee. The matter was discussed and it was agreed that:

Given the short time-frame until the AGM we would not now seek to appoint any new person. The matter would be first item on the agenda of the first meeting following the AGM.

3. Governance Training

This led to a discussion on induction to Council and dates / times of the process. The first Council Meeting following the AGM is scheduled for mid-August. After some robust debate we agreed that the following be implemented:

Governance training should be a compulsory part of agreeing to sit on Council and that the mechanism be applied thus:

Friday 19 August 5:30: Council induction, welcome, introduction to Strat and Business plans, meet with staff etc. followed by dinner.

Saturday 20 August 9:00: Governance training, a tailored course with specialist trainers coming from the IoD. Total duration 6 hours.

Sunday 21 August 10:00: Council meeting.

4. Policy Manual

In identifying the policy structure we had a bit of disagreement on how to proceed from our current position. For clarification the two sides fell out as:

"Clean Slate" - wipe clean all policy and procedures and underlying supports and start from basic principles to build a best practice good governance model from the ground up.

On the other side the premise was "Identify all" - research out every policy, procedure and resolution having effect on governance and practice and build up a full structure of all extant governance policies and then note all the missing pieces (either that can't be found or have never been created) and write up the necessary papers to fill the holes and correct anything that is either no longer apposite or does not comply with identified best practice.

There has been considerable discussion over the last year to eighteen months on a whole Society governance structure review. So without wishing to prejudice the outcome of that process once it gets underway we will initially commence on the latter process. What falls out of the structure review may enable a largely clean slate approach so initiating the clean slate process first might be considerable wasted resources.

Some financial authority areas we have identified but will need researching to confirm are:

Exec Dir: Delegated Financial Authority

• From budget lines except for sub-groups, up to $10k
• No unbudgeted (no line item, or line item fully expended) expenditures
• No project funds
• Sub-group funds as recommended by that sub-group, up to $10k (noting 2 and 3)

Exec Committee: Delegated Financial Authority (current)

• Special Project fund, up to $budget limit
• Budget line items up to $5k

We would recommend adding:

• $10k unbudgeted (no line item, or line item fully expended)
• Sub-group funds as recommended by that sub-group from $10k up to $50k

In addition:

Expenditure may not be disaggregated to meet budget line items. (Can't break up an expenditure item across several budget lines)

Anything which lies outside these limits must be authorised by Council.

In general it is expected that Project funds will be expended by the agreement of Council.

We have identified the following governance holes to be filled (either from research or by writing up the necessary papers):

• Sub-group permissions
• Knowledge of Policies
• Commissioning external work (Procurement policy)
• Delegated financial authorities
• Sources of Authority
• Mechanisms to implement policy
• Obligations and Responsibilities
• Current Policy
• Current Practice

For the Policy Manual we have suggested the following "chapter" headings:

• Governance
• Financial & delegated financial authorities
• Expenses
• Staffing/HR (eeo/harassment)
• Travel
• Elections
• .nz (refer to DNC)
• Council (procedural Standing Orders)
• Conflicts of Interest
• Communications
• Legislative Compliance
• Sub-groups
• Subsidiaries (directors' tenure, dividends)
• Policy on position statements
• Policy development policy.

We are aware of quite a bit of material that falls into these headings and we aware that there are already known holes in some of these areas.

Format of the Policy Document

 Two-stage process:

• Find out what we have agreed in the past, and aggregate them.
• Develop a set of actual policies out of 1) and out of this analyse any new requirements or holes.

Process to draft policy: research the Precedent. Highlight known differences between the proposed policy and the current policy. It does supersede the past.

List of policy, when it was decided, who decided it (what the policy is) any subsequent policies this one repeals.

In order to facilitate this we therefore recommend to the Executive Director that resources be allocated to the above research project, with a progress report to be provided as soon as possible, with the intention of completing the project by 30 May.

5. AGM Issues

We need to review the Job descriptions of Officers and Councillors to be ready prior to the opening of nominations for Council vacancies. We have agreed to each review an Officer JD and collectively review the Councillor JD.

We discussed the proposal to have a special "Electioneering" mailing list and could see no valid reason to do so. So we have rejected the idea in favour of using Members-Discuss for any such communication.

The voting software specification is still under construction so no real action yet. We do recognise that time is getting very short.

Constitution changes

The wording necessary is under review and will be circulated ready for putting to the Membership for a vote in the very near future. Two changes are required:

That the mechanism for a Councillor rep on the Exec Committee, currently stated as the President's nominee will be modified to enable Council to nominate.

An addition to restrict motions put at the AGM to only those pre-notified.

Annual assessments

We will re-examine the ones used last year and probably add an additional Self-assessment form for each Councillor to complete.

6. Review previous meeting report

We have agreed to complete the recommendations to attach to the report via the mailing list..

7. Not on the Agenda

We have agreed to set up a monthly meeting schedule to coincide with the Executive Committee meetings if at all possible in order to reduce travel costs.

The final items on the agenda have been deferred and will either be discussed on the list or added to the agenda for the next meeting of the Committee in May.

Meeting Closed at 6:00pm.

Recommendations

1. THAT annual external governance training for Council be implemented to commence at the first assembly following the 2005 AGM.

 2. THAT the Executive Director allocate the resources necessary to undertake the research required as the basis for a Society Policy Manual. This research to be referred to the Governance and Constitutional Committee for further work identified as required.

3. NOTING this report and the Mercer recommendations 8 and 9 - that the ENUM Initiative be re-evaluated and the proposed Terms of Reference (Annex 2) be adopted for the Task Force and implemented forthwith.

4. THAT Council NOTE that this Committee will develop model Terms of Reference to be applied to all Committees, Task forces and other sub-groups to be available as soon as possible but no later than the 2005 AGM.

5. THAT Council NOTE the previously adopted agreement to use only approved templates for Reporting purposes, and REQUEST the Secretariat to develop such templates in conjunction with the Governance & Constitutional Committee.

6. THAT the Project Management Office be revitalised and full capability be applied to that Office.

Chris Streatfield
Chair, Governance & Constitutional Committee

21 April 2005

Annex 1

Mercer Paper.

Annex 2

(Proposed ENUM Initiative) Terms of Reference

Functions

All Committees and Task Forces are restricted in authority to make recommendations to Council. Formal decisions can only be applied to internal Committee or Task Force procedures and processes. All external works can only be undertaken with Council approved authority. On Council approval the Executive Director will be tasked to undertake formal contract negotiations with the contractor.

Meetings

Meetings shall be scheduled in advance for the forthcoming year and the schedule published. The Task Force (TF) will meet monthly during the year. Once scheduled, a meeting date or location may be altered or cancelled only for sufficient cause by majority vote at a regularly constituted meeting of the TF not less than 10 days before the original date or the new date set for the meeting, whichever is earlier. Notice of such approved change shall be mailed to all members of the TF and notified to the Office of the Society not less than seven days before the original or the new date of said scheduled meeting, whichever is earlier. The TF may meet by teleconference or other electronic form.

Budget

The TF can expend its authorised meeting budget on organising its meetings, including travel of members to such meetings but all such expenditures must be notified and justified to the Office of the Society. No expenditures in excess of the authorised meeting budget will be permitted without the prior authorisation of Council to proceed.

Committee Reports and Communications

Written TF Reports will be produced monthly and will be structured to include the agenda discussed, TF Members in attendance, time and place of the meeting. When items discussed at the meeting give rise to recommendations to Council, the recommendations will be included at the end of the report and highlighted for easy reference. Committee and Task Force Chairs will keep in regular contact with the Executive Director.

Role

The ENUM Initiative exists to progress the preparatory work for ENUM in New Zealand, by specifically ensuring the following are completed:

• A draft business case for InternetNZ' s activities in respect of ENUM, and submit this to Council;
• A draft position statement for InternetNZ in relation to ENUM, and submit this to Council;
• Prepare for Council a business plan for InternetNZ' s activities on ENUM for the twelve months from 1 April 2005.