Minutes of Executive Committee - 17 April 2008

Present: Peter Macaulay (Chair), Frank March, Chris Streatfield, Michael Wallmannsberger, Sam Sargeant.

In Attendance: Keith Davidson, Jordan Carter

1.         Apologies:

Paul Swain apologised for being unable to attend this meeting.

2.         Minutes of Last Meeting:

Minutes of the Executive Committee meeting of 18 January 2008 were received, and adopted as a true and correct record.

3.         Action Points / Matters arising from the Previous Minutes:

Engage with Simon Riley on the Digital Opportunities Trust

Michael and Keith to set up the Trust, set a trustee and apply for charitable status

Included agenda item on Digital Opportunities Trust

Simon Riley was invited to join the meeting.

Keith briefed the meeting on the apparent consensus to execute the Trust Deed with Gavin Adlam as trustee, and apply for charitable trust.

The issue of the business case: this needs to be developed. Keith enquired as to who should do this: staff, or an external contractor (Simon Riley?).

Simon outlined his view of things that are needed:

1. A search committee to find a chair who can work to develop the business case
2. Need promotional collateral around it to encourage contributions or engagement
3. Serious engagement with central government in respect of funding
4. A&R Ctte consideration of risk management issues going forward – difference between public good/charitable processes and existing processes.
   

There was an extensive discussion about the plan and how to proceed here.

Simon noted a sales process, to gauge possible sources of funds (3-6 months – incl getting a chair on board), to be followed by a report on the outcomes and recommending next step (to settle the Trust with more funds, or not establishing the new legal entity.

There was general agreement for Simon to propose to do this work and prepare a Statement of Work for Council to consider. Chris will assist as will Michael, to ensure the Statement of Work is in line with what Council wants. Can be adopted by e-vote as soon as ready.

The chair-designate will be part of the selling process.

AP:      Simon Riley to prepare a statement of work in conjunction with Chris (and Michael), to come back to Executive Committee.

AP:      The Appointments Panel to commence a search for a chair-designate.

4.         History of the Internet book

Delays mean the book will not be available for the AGM. InternetNZ will continue to work with NZRS to get a launch date tied down, and a proper launch is desired by the Committee. Keith will report back to Exec on progress.

Each member will get a book sent for free. Books will be available for sale by InternetNZ, prices and distribution etc. to be agreed with the publisher.

In summary, there will be a launch (in partnership with NZRS), and discretion will be used with distribution of the book, including a free copy to members and staff at launch.

5.         HWL Proposal

The Committee discussed the request for an interest-free loan for Hector’s World Ltd, and whether this was usefully considered as a possible equity contribution, or how a loan might become it. Due diligence would be required whatever sort of funding is offered.

The broad view of the Committee is in favour of supporting Hector’s World in a financial sense. There are a range of issues, timing, etc that need to be explored.

AP:      Pete and Michael to meet with Rick Shera and Liz Butterfield to discuss the idea and narrow down a possible approach, then to approach the Council with a firmer proposal.

The Committee noted that there is no authorisation for anyone to commit any funding at this time.

6.         Society Re-name and Branding implications

Keith noted there is no budget for this, but notes the implication of the new Executive Board, and suggested perhaps some re-branding would be useful coincident with the start of the new operation. He asked whether this should be done now or left until next year.

Michael believes it is overdue and should be done properly, and that now is a good time to start.

Keith would aim to have a paper to the June Council, as an overall re-branding exercise. Logo, fonts, conceptual, the group.

Jordan suggested that an issue to be taken into account is whether the Exec Board operation will have a separate brand or not.

AP:      Keith to work with some branding organisations and come to June Council with a proposal to consider.

Avoid relitigating other subsidiary branding, but interrelationships and so on very important.

7.         InternetNZ Voting Software

Keith outlined the issue, suggesting InternetNZ’s voting software should be released open-source.

AP:      Keith to talk with Nick Wallingford to ascertain whether the software is suitable to be released, and if so proceed to arrange for this to be proposed to Council.

Caveats:

• Adequate quality.
• Won’t reveal ways to hack InternetNZ voting
• No support obligation.
  

A resolution will come to Council in June.

8.         Structural Reform implementation

Keith raised the suggestion to invite Rose Percival and Richard Westlake to Council in June to discuss the new model for Council with Council members.

Pete noted that Michael Foley has been appointed the Council rep for DNC Ltd. The Constitution for the company has been signed and will be published. The EB Chair has been appointed: Paul Swain.

Remuneration needs to be considered: two boards have different models. NZRS is a bulk-funded model, specific amounts in DNCL. Discussion continued for some time.

AP:      Executive Committee will complete the remuneration review for the current boards/committees.

AP:      Keith and Chris to work together to prepare background material, and Keith also to circulate the remuneration review paper from August 2007 to the Executive Committee, as well as the link to the government’s fees schedule.

AP:      Note in letter to EB Chair the need for him to participate in the appointments panel.

The Committee agreed that the ED should establish new separate bank accounts for the EB transition, but not yet to operate them. The existing bank accounts will remain with Council.

Michael noted he is expecting advice from the accountants on the full transition of financial affairs etc.

9.         Government’s Proposed ICT Sector Body

Pete briefed the Committee on the work he has been doing on this with Simon as contractors to MartinJenkins. Pete focusing on supply side, and working with Simon on advocacy etc sector.

Pete handed the chair to Frank. He is not conflicted.

Keith briefed the committee on his discussions with other sector groups and a further meeting next week.

The Committee authorised the ED to continue to work with the ICT* group and in discussions with Doug Martin, regarding InternetNZ’s engagement with the new body.

The decision to engage or not lies with Council.

AP:      Michael Wallmannsberger to attend this meeting with Keith, if possible (1 May with Minister crucial, next week desirable).

There will be a further workshop on 1 May likely, but not confirmed (in Wellington).

Frank handed the chair back to Pete.

AP:      Keith will advise Council of the process under way, and that decisions may need to be made on engagement with and representation in the new organisation.

10.       Digital Strategy 2.0

Keith reported on the brainstorm this afternoon and advised that a submission will proceed to be worked through pub pol and tech pol committees. It will be quite a serious response to develop a leading and influential submission.

11.       Resignation of Scott Bartlett

Pete noted this resignation with regret. Keith noted that given it is post-31 March, the Council can choose either to hold a by-election or leave the vacancy to be filled as usual at the AGM.

The Executive Committee’s opinion is not to hold a byelection, and will recommend this to Council. Chris Streatfield will do this. He will move an e-vote to this effect and Frank will second it.

AP:      Chris to start discussion on council-discuss.

12.       Budget

Keith noted the draft Budget and outlined it to the meeting.

Questions were addressed to the ED by Chris (sundry income), and Michael (it has not been discussed with the accountant?).

There was a discussion about what input the accountants could have to budget structure and reporting and how they work together in the new group structure as well as possible.

13.       General Business

.co application

Keith briefed the Committee on the matter for information.

Members Definition and Recruitment Paper

The paper was tabled. The next meeting will consider how to approach a Council workshop on the subject.

Voluntary Carbon Offset / Sustainability

Michael raised this as an issue. His view is policy should require InternetNZ air travel to be carbon offset, to engage with the sustainability agenda. It is relevant to InternetNZ’s broader agenda. To be credible in our commitment to this it is one concrete step we can take.

Pete thinks this should be a larger conversation, not just a token matter of carbon offsets in our air travel. Now is an appropriate time to become more sustainable.  Issue to be considered again at the next Executive Committee meeting. Staff to prepare some information for consideration.

AP:      Item to return to the next agenda.

Premises in Auckland

Keith will sign an agreement for an office in Rick Shera’s premises, Level 22 in the ANZ Centre. Access to meeting rooms in Rick’s firm is available.

Issue of boundaries between Council and other business units

Chris raised the issue that consideration of role of Council in the new structure and officer continuity etc needs to be considered between now and the next meeting. A paper should go to the Council establishing a Working Group to carry on the non-EDOB work of the Executive Committee post the transition.

AP:      Frank to prepare a paper along those lines, for consideration at the next Executive Committee meeting.

Meeting closed:         5.46pm

Next meeting:           Thursday 29 May 2008 at a time to be determined.
 

Signed as a true and correct record

……………………………………………….

Pete Macaulay, President, CHAIR