Executive Committee Minutes - 5 June 2004

Present

Keith Davidson, Simon Riley, Chris Streatfield, David Farrar, Michael Wallmannsberger, Peter Macaulay, Gale Blikshavn (minutes)

(No apologies)

Keith opened meeting at 10.14

Minutes

Office to check minutes correctly dated. Action: GB

Moved: CS/ DPF to accept minutes of the previous meeting with the date amended as noted and agreed by consensus.

Matters arising

None

Action Items

Software: PM reported delay in CRU due to getting SUse licence, have promised to get to us today, noted later in the meeting to have achieved.

Chris had spoken with Nick Griffin, audit committee had met with the auditor. SR and CS to liaise regarding scope paper. Action: Technical committee to look at possibility of video conferencing.

MWs action points completed, KD ICANNZ extension hasn't been done and awaiting on John Hine regarding the fellows.

Treasurers Report

CS had met with Nichola Draper and had several hours of discussion. Quickbooks has now been set up with a specific access to check audit trail if there is a need. Concern noted by ND/CS to the amount of admin logins. Variety of issues around ASB banking, there is an automatic process that can take info from Quickbooks into the ASB banking system which will be a real boon as avoids double handling of data. CS noted process is impressive and happy to take anyone through it.

KD enquired to ASB tips for use, CS updated the committee on the audit trail and how to find out details about transactions.

CS noted accounts not yet complete for April because of restructuring accounts to report against the business plan. Doing on 10 th therefore reports for April May will be combined.

End of year accounts still had not been received back from Grant Thornton.

Secretary's report

Laptops at meetings: noted that perhaps ground rules need to be reiterated. SR noted that although we are multitasking, the issue is that everyone is listening to speakers at the meeting. Although it was also noted that it is not possible to make entire council pay attention to entire meeting. MWs suggestion to Council will go with Exec Committee endorsement.

It was also raised for discussion at using a larger venue for council meetings. Noted that new extensions had been acquired and to would try for one more meeting, if still an issue would then look external.

Melbourne IT retention Fund Claim.

Three issues surrounding claim. DPF has asked them to provide information they deemed necessary for their claim.

Discussion was held on the issues surrounding the claim and the way to proceed. DPF will note to Council on the way forward.

MOVED: DPF /CS to respond to retention fund claim as discussed and agreed subject to legal advice.

Carried U

Action : DPF to do draft response letter to claim after consulting with legal. PM would be authorised to respond to, and enter into good faith negotiations, if the next stage of the process is required.

Discussion on the audited accounts of INZ. DPF noted Members have to vote to approve the annual accounts therefore all information should be available for them. Notes to accounts needed to be read in conjunction with the accounts. CS noted that he was unhappy with making the notes available to the general public on the web site but would have the full set available for Membership perusal.

EAP Program

MW tabled for discussion, PM noted it had been agreed with NZOC and NZRS to have a service but not happy with EAP as a provider and wanted to have an external counsellor that all the managers agree on. SR noted the way forward was to define outcomes and come back with recommendations. Action: PM and MW to meet and agree the outcomes for provision of an employee assistance programme and report back to next Executive Committee.

NZOC Appointments

Keith asked if there was any discussion required, MW read relevant points from the NZOC minutes. DPF requested a copy.

Noted by DPF that best practice was to advertise appointments each year, CS said it's up to the each committee to make that decision. After brief discussion on issue of consistency and that it has been deliberated previously, it was noted that advertising should be included in the terms of reference for the appointments committee.

Therefore it was recommended that the report be endorsed and put to Council from Exec committee with recommendations.

DPF asked what the timing was for the appointments. Keith noted endorsing the NZOC appointments was committed to the 2 nd July Council meeting. Noted that a sensible time for considering the new NZOC chair is the first meeting after the AGM.

NZCS ( New Zealand Computer Society)

PM updated the committee that NZCS had proposed a joint membership and provision of funding for a person to operate it. PM noted that a combined membership would be beneficial as NZCS membership is in the thousands.

CS noted that with a combined membership fee that InternetNZ is still required to charge the full subscription to join InternetNZ and objected strongly to any disadvantaging to current members by discounting new members joining InternetNZ via NZCS. After discussion it was agreed that this would not be the case, as it was a policy principle.

Noted by CS for NZCS to invoice InternetNZ for membership administration costs. Action: PM to discuss joint membership initiative further with NZCS

NZCS also interested in doing a joint function night before the Antispam workshop and involve their membership. DPF noted as good idea. Raised that DH may be a good speaker for that. Action: PM to discuss with DH.

PM also noted to the meeting a NZCS Technical Scholarship which NZCS were interested in doing as a joint initiative. Action: PM to discuss with NZCS and provide further details to next Exec Com meeting.

NZCS had also enquired regarding use of the board room, this was agreed in principle as InternetNZ wished to nurture closer relations with sibling organisations and the operational issue for timings would be resolved with managers by PM. Action: PM

Audit Committee

CS spoke to notes circulated in May, and provided an update from the recent meeting. The auditors reported a clean audit with good overall result. The Security audit was discussed and noted that most important issue to be addressed in the audit was business continuity.

Noted that Bill Parkin is not intending to stand for Council at the next AGM and as a member of the audit committee would be a loss. Exec Comm noted an expression of thanks for his contribution and inquired whether he would be available for future committee or task force participation.

NZOC Report

Had been circulated

NZRS 4th Quarter Report

No issues. It was noted the operation of NZRS was working well and that .nz plays such a small role now in meeting agendas. NZRS now have spare operational capacity, CS noted that NZOC be asked how this could be utilised, there followed some general discussion on what NZRS future direction, to be further discussed at a later date.

Governance & Constitutional Committee

Copies of the performance evaluation were tabled. CS updated the meeting on the process undertaken to compile the questionnaire and asked for feedback. Noted that the key thing is to get something out there and be completed. Noted that evaluation forms would be completed manually (not online) and collated in excel by the office. Action: Office. The evaluation forms were to remain anonymous.

Some minor alterations to be completed. Action: CS, then circulated to Council at the next meeting. Action: MW . SR noted he had some comments and would come back with them to CS. Action: SR

CS spoke to the committee report where discussion had been held on remuneration for Councillors. During the debate the idea of what sort of society the members want was raised. G&C to meet again 18 June to determine structure of consultation then gain endorsement from Exec Committee and then going to members. A larger consultation was required because the members have to decide.

Noted that the correct copy of the constitution was not on the website, also electoral guidelines needed to be updated.

ction: Office to check and update.

DPF noted Exec should review the governance policy after the AGM and take recommendations to Council.

Web Project

MW passed to PM, some milestones to be achieved by 7 June. PM passed to SR as SR meeting with Shane Middlemiss next week on website. Shane shortlisting on the backend platform. Need to find balance between technical and business considerations. Exec Committee will want a short list of candidates to tender for the work.

PM noted can't respond to feedback from interim site at the moment because we don't have any resource to complete the work. Background to delays were updated to the meeting, concerns had been documented. There's major issues such as tag lines and bits and pieces but needs to be done. MW how is it to be done. Isobel and Gale to be trained on dreamweaver/html for content mgmt, with another person to come on board to do the web construction side, is operational issue, not a big amount of work but person will have demonstrable portfolio. Lee Sycamore had offered free of charge to do the style sheets but would have no further involvement.

Noted that new person to undertake a review of site and come to Exec Committee with findings. Need to find someone who knows how websites are constructed and get on with the task, noted that there will always be religious debates on the site, but at the end of the day Executive Committee must sign off on it.

Website budget being reviewed, MW not comfortable with how it has been funded and requested an update from PM, simple clear statement, last year and this year's budget. Action: PM

Interop Project

SR noted that SR and PM have not been able to meet to discuss. One off funding is still available from NZTE. Fine tuning on issues around PID and SIF still required to be resolved. A discussion on funding was required once further meeting with Judy and Peter had been held.

SR noted our core business is the technical work-stream. PM noted this is a significant change. PM noted Frank March concurs in the need to reassess direction. Invoices from Judy Speight had been received although there is no contractual arrangement for payment.

DPF noted more information was required on what are the business benefits and a risk management strategy of InternetNZ being involved and requested a 4-5 page paper which covered the interweaving of related issues. PM said this was not possible and passed to SR, who noted it is a true management issue and we have to manage the stakeholders and be very aware of not moving away from our core business.

PM noted there are clear needs and desirable outcomes but no two parties are agreeing on the path to that outcome. It will take Exec/stake holder intensive involvement to work a progress through, and currently not all information was available, as it was a sensitive commercial issue.

DPF noted concern over time spent on this when other projects are more core to the business on InternetNZ. KD noted that a summary document was required prior to Council meeting that captures the above, these are questions that have to be answered. Action: Simon, Peter to meet to progress.

CS noted the three invoices that had been received from Judy Speight should be returned to her. Action: PM

It was noted this raises whole issue around Project Management again as PID has been created when business case has not yet been agreed. SR noted we had allocated money in the budget, DPF noted this was only if matching funding had been received.

If we are going to manage this issue then PM, KD and FM need to meet to discuss a common strategy. Action: PM

Internet Code of Practice

No report.

Action: CS and KD to discuss.

Legal & Regulatory Committee

DPF noted that the verbal submission went well, awaiting next stage.

Outreach Committee

SR spoke to the Digital Pacific initiative and that identifying attendees and sponsoring was next step. Action: Don and Richard Sinclair to be asked for a shortlist for InternetNZ sponsored attendees.

Moved: KD/SR that Outreach committee to approve funding for the President to attend.

Carried U

SR raised issue of disbanding the Outreach Committee, noting:

• Outreach components of other committees;
• things outside the scope of Outreach committee;
• several attempts to consolidate terms of reference; and
• lack of knowledge on the committee of outreach issues.

KD noted that there was little room to manoeuvre for Outreach Committee without affecting other committees. SR raised that other committees be asked to identify an outreach component so that everything we do has some external output.

DPF suggested SR complete summary with recommendations which will then be endorsed by Exec Com, as coming from the Outreach Chair should be easily ratified by Council. Action: SR

Antispam

Workshop 24th. There was now a meeting with govt officials from both Australia and New Zealand on 25th from 10-3pm at InternetNZ, this will be followed by drinks with MED and InternetNZ dinner.

30 June deadline for submissions, noted that InternetNZ submission was to be endorsed by Council. Action: DPF.

NZRS Governance and Remuneration

Remuneration is on hold until the officer's remuneration was resolved.

DPF left the meeting.

Discussion held on progress to date. SR noted cabinet guidelines were appropriate.

MOVED: CS/SR to use the cabinet remuneration scale for NZRS director's remuneration.

Carried U

If Council approval is required an e-vote will be held.

DPF rejoined the meeting.

Remuneration Review

SR updated Exec Committee on recent meetings held and that agreement had been made only that the term "remuneration" should be "honoraria". He noted there would be no consensus and that Council will need to allocate a significant time slot to consider at the next meeting. There are three options

• Sheffield interview recommendations
• Cabinet guidelines
• Non payment

SR noted he was happy with the three options but the panel was not. MW noted concern that this issue was well behind the minuted requirements to resolve and it is obstructing us from resolving other issues. Discussion was held.

KD noted it is an influential factor for nominees at the AGM and had to be resolved at the next Council meeting. It was agreed that PM will chair that section of the Council meeting. KD also specified SR note to the panel that time is of the essence. CS noted ICANZ Task Force on not-for-profit organisations had guidelines that may be useful.

Action: Office to ensure papers in relation to this are not sent to all council members but only to those required.

IOD Governance Training

It was agreed to wait until AGM before progressing. Action: DPF to come back with prices and options for Exec and Councillor training. DPF noted NZOC/NZRS may find training of benefit.

Annual Report

DPF - Behind schedule but will be back on track by of next weekend. Treasurer's report delayed as waiting to complete last audit meeting. DNC's is out for consultation. DPF asked MW to do draft for Technical Committee report in consultation with Nick.

Still awaiting majority of photos; Action: Gale.

Domainz/NZRS Tax Credit

CS noted is in hand, awaiting update from Mason King

AGM

Draft agenda completed. Action: PM to send MW Councillor attendance at meetings. Noted the AGM will be held at the InternetNZ office.

Noted that Councillor attendance at committee meetings next year to be recorded.

Project Management Office

Questions were raised as to result of recent PMO meeting and whether incorporation of changes into the project manual and templates had been completed. Action: GB to check. The Project Register was a surprise to some and would be discussed further at a later meeting.

SSC Secure email project

Parked and will be picked up on email. Action: All

Peering - Current Issues

Issues at the moment, huge amount of disinformation, two components need to be understood, the technical and the economics of peering. Action: PM to prepare a discussion document to be circulated on email by the end of the week.

A peering list will be created internally and include Neil DeWhit, Frank, John Houlker. Action: PM. DPF noted it was important issue and that some acknowledgement of InternetNZ involvement externally was required. Action: DPF. Our role needed to be determined, agenda item for the next Exec Committee meeting. Action: MW

NZ Bid for ICANN Meeting

Draft application for the event will go to International Affairs and then through to Council. Action: KD. Action: DPF to approach government for letter of endorsement. DPF to also draft an early consultation document for membership.

General Business

Parking
Car park to be arranged Action: PM

Executive Directors Report

Peter updated the meeting on current issues. Apologies were extended with regards to recent Councillor extensions issue.

Action: KD and PM to meet to discuss Executive Directors contract.

Action: DPF, PM, SR to meet with regard to Communications Plan

Next Meeting

The next meeting will be held on 23 June. The Governance and Constitutional Committee will meet in the morning with Executive Committee in the afternoon. Simon Blake to be asked to present Peering exchange information to the exec committee. Action: PM. Action: PM to contact Telecom.

Noted that Council meeting may need to start early. Action: MW

Meeting closed 4.45pm