Executive Committee Minutes 10 April 2004

Present:

Keith Davidson (Chair), Chris Streatfield, Simon Riley, David Farrar, Michael Wallmannsberger, Gale Blikshavn (Minutes), Michael Sutton (observer)

(No Apologies).

KD opened meeting at 10.47.

Minutes of the Previous Meeting

Moved DF/MW "THAT the minutes of 20 March 2004 be accepted".

CARRIED U

Matters Arising

None

Governance & Constitution Committee

Chris spoke to his report. All motions put were passed at the recent electronic general meeting. Various changes have been incorporated and will be signed today. NZRS have been informed of date of AGM.

It was considered that the use of DPF's Curia Market Research company had been appropriately managed. InternetNZ can ask persons to carry out processes legitimately as long as proper accounting/selection processes are adhered with. SR questioned this and noted that in USA it is against the law to have people contracting services that are on boards of those companies.

Keith noted that InternetNZ is a non-profit organisation where anyone can be a member and that our subsidiary is a commercial entity therefore a certain alignment exists with both ends of the scale. Chris noted these matters were discussed in committee and that DPF did excuse himself from any discussions around the polling supplier issue. That it would be bad for organisation if the skills of people around the table had to be ignored. Therefore some process was required where the best person for the job, so that proper protocols be put in place so these people could be utilised.

MW noted that InternetNZ has to intelligently apply best practice principles, and there is a difference between running a listed company and INZ. SR wanted it noted his opposition to using corporate governance principles in INZ.

DPF noted that this will be dealt with in a more formal manner once the Sheffield report is complete and will also be discussed further in Council.

Audit Committee

CS spoke to his report. The Audit Committee met last Saturday. The end of year timetable was agreed and issues round planning and processes for AGM discussed. The Audit committee will be meeting the Auditor on 14 May. Treasury report is available.

Audit committee expressed satisfaction with Hilary's process with PMO. CS spoke with Nichola Draper re Quickbooks and she is also ASB Fastnet expert and has been asked to meet with Chris and Audit committee to discuss. KD noted that if CS was happy with Chris's recommendations as he determines them with Nichola. There is concern around the security of Internet banking and CS looking for more information from Nichola.

DPF noted issue around authorising online banking without source documents. Chris noted an approved stamp has been arranged so that double handling of documents will be avoided. Where things can be paid by direct debit, this is to be investigated. Action: CS .

Moved by Chris / seconded by MW "THAT the Audit and Constitutional and Governance reports be received".

Carried U

Computer Issues

Sole copies of electronic files should not leave the building. What is on the central server should be backed up. CS noted JV said daily backups were done. Issue was raised when strategic plan was not available to be sent to Exec Com. SR had asked JV to ascertain what files are stored. There was also an issue of where exactly electronic documents are filed. KD noted that a policy that all INZ files should be on the central server and noted example where folders are on a lap top and whenever you log into central it updates. MW noted encryptions should be used (XP).

P: drive should be fully utilised and is auto backed up every day. If we want our staff to maintain files on our server, then work in progress must be allowed in. An overarching policy needed to be instituted. And ensure that PM is fully informed so that there is minimum chance of being them lost. DPF noted all files relating to INZ should be copied to the P: drive. It was requested that folders be set up for Exec Comm members so they can update. JV to be asked to do a feasibility study of what can be done. SR suggested including a priority of access on documents. DPF suggested a secure login to a dedicated area, and what is the security issues of VPN available to exec committee. Action: MW to write to JV with request.

DPF noted NZRS has just done computer security audit, and perhaps for INZ to do an IS audit as well, Action: CS to investigate and talk to Nick Griffiin. Action: Audit Committee to do feasibility study for undertaking an IS audit.

Project Management Office

GB noted that she had not had time to upskill. SR said that he had an hours worth of questions and would prefer rather than a long audio conversation that we workshop it with other interested parties. His issues are not with what is there; it is what is not there.

DPF noted it was first draft and although there were some templates that wouldn't be used all the time, he thought it was good progress and that a workshop is desirable and there has to be a balance of accountability and responsibility. DPF suggested sending draft out to Council for feedback as to what else needs to be added and workshop. KD noted it must be concise and user friendly. SR noted final project reporting appeared to be missing. MW noted it may be getting too complex but as started with nothing then balance will be there in the end. Chris said proper control without pages of paper in PIDs.

Chris noted large size of document for 6 week project. There was further discussion on fact that this is first draft trial and points had been noted, SR noted as we are non profit trying to adopt corporate models may be appropriate for large projects it was not the case for all. KD reiterated that once more reporting is required then process needs to be brief and sensible.

More discussion was undertaken. Appropriate levels of project reporting were required. Hilary was then phoned and told that we wished to circulate draft to wider council and a half day workshop on 23 rd to decide some demarcation lines between types of projects and which formats to follow in which instance and get a bit more of handle on timing to process. Hilary suggested working through PID process for Michael's Multicast project as a working example. Also from a workshop point of view to see what projects are in play and see how project management process can be used and how; defining them and revising them during the workshop. Action: GB to arrange travel for Hilary.

SR noted he didn't mind doing some oversight and Chris noted he also would like involvement, GB questioned whether this would form a Project Review Committee? MW wanted to ensure it was easy to use. KD wanted a practical and pragmatic outcome.

Noted that the first draft of the manual and the study would be circulated on the council list. Attendance from Committee Chairs at the workshop is strongly encouraged and existing project sponsors and leaders should also attend and Councillors with a special interest to also be invited. Action MW

Action: GB to book boardroom for workshop from 10-2.30.

SR also noted inquired whether a hard-copy filing structure had been put in place for each project and a link on website would be held on P: drive and has any progress be made to implement. Chris noted it had been asked for and he would be following up. Action: CS

Membership

Membership of a Councillor, Roger De Salis, had expired in December. Therefore constitution states he can no longer be a councillor, and that a by-election should have been held. KD noted that every effort had been made to contact him by the office, and concluded that as of today his membership should be acknowledged as having lapsed, recognising that he had been unfinancial as of 1 December and his membership had officially lapsed by 1 March, this, despite repeated attempts by the office to contact by phone email and post.

Moved DF, seconded CS "THAT under clause 6.6 no by-election be held, as we are between the end of the financial year and the AGM, and that an additional position be elected at the AGM for the remainder of the term until 2005 AGM".

Carried U

KD to contact Roger De Salis. CS objected strongly to make effort to contact him as being different to any other members.

Concern was raised over communication of the issue and as of the next Exec Committee meeting a monthly membership report, be presented to include membership numbers by category, changes in the last month and last year, plus names of new members, those fallen into non-financial, and lapsed members. Action: INZ Office

It was reiterated that the Exec Committee needs to know immediately when a member of Council or a Committee becomes unfinancial. Immediate email to Exec Committee where a councillor becomes unfinancial.

NZRS

Chris noted serious concern that he didn't receive NZRS audit timeline in January when it was first circulated and that he didn't receive information until 30 March. As such their timeline is not compatible with the production of our Annual report. DPF said he understood the report was sent to InternetNZ office in January.

Chris has of Nick Griffin that he ensure that when NZRS audit is completed on 24 May the accounts are sent directly to Bruce so they can be put into the consolidated accounts. DPF suggested that auditors don't normally change the figures so those could be incorporated earlier. DPF suggested setting a meeting with the auditor and both sets of accountants to meet with CS and Nick Griffin (Bruce Stormer, Grant Thornton, Paul Pettitt).

Domainz Tax Losses

Deloittes have been requested to add to their report. Dean McDougall (who provided previous tax advice) has left Deloittes. Talking to new contact on Tuesday. SR asked what was bottom line, DPF stated it could provide tax back of $400,000. Action: CS to liaise with Deloittes for advice NZRS co-address. CS will have written statement regarding status once meetings held and decision finalised. Action: DPF to contact Domainz.

Treasury Policy

No further changes to policy after last audit committee meeting. However holdings to be not more than 50% or $400,000 unless have express Council approval. Moved CS, seconded DF "THAT the Executive Committee request that Council approve that $733,000 be held in each of the three accounts".

Carried U

Staff Matters

This was discussed in Committee. Gale left the meeting. Moved DPF seconded CS "THAT the Treasurer be appointed acting executive director until 23 April to cover any urgent operational issues.

Abstention CS

Noted that no remuneration will be paid to the Treasurer for this.

Upon return, Gale noted that she had that she had not been asked to do consent disclosure/confidentiality agreement etc. Agreed that it was covered as part of contract and good faith as determined by the Employment Relations Act.

Constitution

Moved by DPF seconded CS "THAT the company seal be affixed to amended constitution"

Carried U

NZRS Directors Fees

DPF excused himself.

KD had circulated discussion on list on suggested approach. Discussion was held.

KD noted that statement on NZRS remuneration and recommendation will form part of his Presidents report at the next council meeting.

DPF rejoined the meeting.

.asia application

This had gone to international committee, KD had suggested a letter be sent stating we approve the process and expect that if there was others i.e., .pacific that it would also be approved. International Committee will be making recommendation to Council at the next meeting.

ICOP

Taskforce report had been completed. CS had met with PM and discussed process around who would lead the project. CS noted that this project would take approx 2 days a week for 6 months. Issue was around level of honoraria payable for the work. DPF questioned whether PM was able to dedicate sufficient time to the ICOP. CS stated it was a time/priority issue. SR noted that this must become PMs top priority. This project needed to be internally covered and not undertaken by external consultants.

SR questioned who will undertake the work required between meetings. KD said it has a lot of conflict of interest issues and did not want his role as President compromised because of it. DPF requires explicit affirmation from PM that he can take on this project with KD and what needs to drop off because of it. It was noted that PM said he would take it on only if KD had involvement. SR wanted to see PM's other priorities; CS noted that if he had been here then that would've been covered at this time. CS noted a decision was now required how elected officers are remunerated for projects such as this.

Discussion was held and it was noted that each instance may have a different set of parameters, so agreement was needed on an appropriate daily rate of honorarium for significant time commitment over and above normal council/committee obligations.

Each instance must be approved at the appropriate level. Needs clear audit trail and therefore where these roles are to be undertaken by individuals they must be approved by Council prior to commencement of work. SR noted policy was required as an expansion of CS scope paper SR and CS to liaise. Action: CS & SR.

Moved DPF/CS "THAT Executive Committee recommends to Council that the President be offered the role of Project Leader for the Internet Code of Practice. Noting that further recommendations on appropriate remuneration for the significant extra duties will be recommended to Council in due course".

Carried

Abstention KD

Moved DF/CS "That the Executive Director be appointed Project Manager for the Internet Code of Practice".

Carried U

Fellows

Discussion on potential candidates was held and the President will talk to the Fellows Committee to try and ensure nominations are made to the next Council Meeting.

Action KD

UN Development Program.

First draft of MoU had been completed. CS asked which islands were included. Cooks, Tokelau and Niue. Chatham Island was not seen as part of this agreement.

Shandong Visit.

Only here for one afternoon, questions as to what its about. Action: Keith to acknowledge email and request an agenda of what they want discussed. Keith also to contact Sue Leader with regard to the above.

Charities Bill

CS noted that registration will be voluntary, however tax issues result if not registered. Therefore we may have to register with Charities Commission. DPF noted that it is something that InternetNZ may wish to put in a submission to changes to the Bill.

Carol Stigley arrived and the Constitution was signed and then KD and C Stigley left the meeting. Action: GB to post to Registrar of Incorporated Societies.

Online Meetings and Access Grids

SR noted that this is over the horizon but explained what access grids were. They work on NGI with multicast, it is currently seriously used in the research community and is coming into corporate. SR has raised the initiative of the first public access grid in the world with NZTE and that NZTE contributing to costs of setting up access grids across the country. Making them available free of charge for non profit organisations. One access grid costs 65k. SR floated idea of INZ contribution. This project would involve local government, regional economic agencies. SR noted he may be coming back in the next financial year requesting that a large budget may be spent for this initiative. DPF noted it will be examined on its merits in due course. There may be an opportunity in near future for demonstration.

SR also noted that he and PM will be trialling some online meeting products. Moved MW/CS "THAT Technical Committee be asked prepare discussion paper on video conferencing facility in an Auckland office, including feasibility and travel cost comparison". Action : CS to make request.

AGM Planning

Date of AGM is Friday 30 July 2004 and will be held at the InternetNZ offices. The function will commence at 4pm for drinks and the AGM will commence at 6.pm and close at 8pm. No major issues needed to be addressed at AGM as had been covered in recent workshops. Action: MW to draft AGM agenda incorporating constitutional/legal requirements. The Executive Director, Treasurer and President to present reports, and a .nz report to be presented by NZOC/DNC. Also NZRS to be invited to make a presentation and answer questions. Recommend to council to confirm meeting date, time and venue.

Annual Report

Quotes had been received.

DPF noted that quote of $30k for the report was too high, DPF CS and GB had met and decided that DF and CS would co-ordinate content and seeks quotes for design and printing only. Cr Harris has offered to take photos of Councillors free of charge. DPF proposed and it was moved MW, seconded SR "THAT DPF and CS be delegated to responsibility of collating annual report and also delegated budget authority".

Carried U.

Action : DPF tender announcement for design and printing of annual report to members discuss list.

Action: DPF - Specs on estimates to be given to GB. Once all tenders received three most competitive quotes will be considered.

Action: DPF/CS to also seek quotes for design and printing.

Action: DPF to discuss cost splitting with DNC.

Strategic Plan

DPF requested authority to employ wordsmith to final edit. Moved MW seconded CS "THAT DPF be delegated to contract wordsmith to complete final edit to be ready for the April Council meeting".

Carried

Abstention DF

Business Plan

The business plan final draft will be presented to Council at April meeting.

Council/ Ex Com meeting dates

Moved MW seconded DPF "THAT the meeting schedule dates proposed by MW be adopted".

Action: GB to send copy to NZRS and all committee chairs and staff

CS inquired whether there was going to be a council meeting tied to AGM, It was noted that this would not be the case but committees may wish to have meetings tied to AGM, however no payments for Councillors to attend the AGM would be made except for the President and Executive Director.

Council Agenda

Action: KD/MW to prepare agenda. Action : MW to notify Council members of Council meeting date.

IOD

Governance Training, DPF will come back with options and report back with figures to next Exec. Committee.

Michael Wallmannsberger left the meeting.

Communications Plan

SR & DPF met and don't want to undertake themselves but will give good starting base to initiate and as such presented a broad way ahead report. DNC to be approached for involvement if desired. No branding issues as had been determined previously.

A stocktake was required of current communications activity. Requested DPF/SR authority to work directly with PM to find a consultant and create the plan within budget allocated. Envisioned that an output from communications plan would be recommendations on membership communications.

Self Assessment Review

Const and Gov have been circulating examples.

NZ bid for ICANN meeting

Action: KD to progress and report finally to 2 July 2004 Council meeting. SR has contacts KD to liaise with KD/Council list. KD to ask ICANN for extension of one week from 30 June 2004

Meeting closed at 4.18pm