Minutes of Executive Committee - 29 May 2008

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

In attendance: Keith Davidson, Jordan Carter, Susi Fookes.

Apologies: Frank March (lateness), Paul Swain - lack of leave.

Opened: 5.59pm

1)     Minutes of the Previous Meeting and Action Points

The minutes of the previous meeting (17 April) were received and adopted as a true and correct record.

In terms of the action points – Simon’s action point has in fact been done. Continuing work is required.

Branding organisations – Susi and Keith are working on this, and Susi will speak with Pete on this quite shortly. A promising contractor is in sight, though the cost would be quite high.

AP:      Susi will meet with Pete to discuss the branding exercise.

Keith also noted Susi’s AP on sustainability, and Frank’s on a paper on boundaries between Council and other business units.

2)     Structural Review Progress

Pete reported solid progress, and noted the updates from Sila. A few areas remain to be sorted, but it is expected that all will be cleared in time for the June Council meeting, and everything should be in place by the time of the AGM.

Specific items mentioned off the record by Pete, included staffing matters.

Next Thursday will see a staff morning tea with the President outlining the current state of the shared services unit.

Scribe/Administrator role has changed slightly, due to the interim appointment to the SSU Manager role.  Susi reported two prospective appointees for the position, who look like good candidates.

3)     EB appointments Process (Susi to update on applications)

Pete noted the appointments panel is Pete, Frank, Paul Swain and Richard Westlake.

Susi Fookes has set a tight schedule for interviews so that the process is completed before people leave for ICANN. The advertisements have led to around 30 applications for the positions.

For the four positions, it is expected that around 12 will be interviewed maximum, but the process needs to be finalised.

Council will confirm the remuneration levels for the Executive Board at its meeting in June. Chris asked whether there should be a bulk fund for DNC Ltd, as has been done for NZRS now that they are also a company.

Exec will advise each Board that their directors fees will be bulk funded, and that it is up to the Board concerned to allocate remuneration among its members. The Chair will be provided with a calculation showing how the amount of fees was arrived at.

AP:      Recommendation on remuneration of directors to be made to Council, along these lines.

4)     Project update (Keith)

Keith noted the reports to Council were sent out a week ago. He added late items:

• KD met with GCSB and CCIP, regarding the establishment of a NZ CERT. An RFP for a contractor to explore the prospects and issues will shortly be published. (FM offered to represent Council in the governance area for this project.) The meeting discussed some of the issues here in some depth.
  

AP:      Frank March to become project sponsor for the CERT workstream.

• KD related a couple of staffing issues, in terms of changes. Some contract resource has become available (more in ccTLD operations, but could also do security etc).  (Bernie Turcotte, formerly from .ca.)
  

• InternetNZ’s technical services are in the process of being upgraded and changes in contractors are likely to result. John is focusing on other areas and his interest in his InternetNZ work is diminishing.
  

5)     International travel (InternetNZ coordination)

Keith will be preparing a presentation for Council on what is being done at the moment. Pete sees the issue as being: with two separate companies and an EB in place, there is no overarching guidelines for how travel is done for InternetNZ – who attends what and what we aim to achieve through international attendance.

So Keith will explain who attends what and why from across the InternetNZ group.

Chris noted that the two senior staff are the de facto attendees to international meetings (DNC and ED). Additional people go, sometimes governance sometimes staff.

Chris asked what’s changed: what would require a new policy. Pete replied that Council doesn’t know what is happening now.

Keith noted the “APRICOT” travel fund for Council, but Chris said that is not for Council.

AP:      KD to provide to the next Executive Committee meeting a summary of existing travel policy for attendance at various meetings, and information on recent attendances, for the entire InternetNZ Group.

6)     EB Transition

Pete noted two things will drive this:

• Paul Swain’s availability
• Availability of the new Board
  

Pete has been working with Paul by email to address his questions in bringing him up to speed.

The next step will be a media release announcing the appointment, but this cannot occur before Paul has cleared a few hurdles within Parliament. A draft announcement is already prepared, noted Keith.

There will therefore be two separate announcements – the Chair, and then the other Board members. The expected timeline is early July.

The transition handover will be done in one or two meetings when the EB and the Exec are both comfortable.

Frank introduced his paper, which deals with the critical issue that policy development is an operational responsibility of the Executive Board. How does this relate to the Council?

The discussion in his paper builds on the experience of how NZOC worked with Council under Frank’s leadership. Policy development process was totally under NZOC, but had to be adopted by Council before it became policy.

He suggests the same approach for the new Executive Board. Council would retain the right to make a decision as to whether a policy can be set through the PDP, or by Council itself. He noted the particular importance of the Policy Development Policy.

Frank will make some further amendments, and asks what the paper should do and what it should be called?

There was a discussion about the ongoing issues arising in making the planning and strategy-setting process work.

AP:      Frank will re-circulate his paper with a title, to the Executive Committee.

AP:      Frank’s paper will go to June Council meeting for decision, and if passed there, then conveyed to the subsidiary Boards.

The Committee noted that other policies will be needed for Council to maintain (a governance policy, financial reserves policy, etc). Keith suggested that the Executive Committee begin to build a list of such policies. Michael noted that financial policies are being developed, and Sila had been tasked to do some but had pushed back.

AP:      Susi Fookes to begin to compile a list of the policies Council will need, assisted by Chris, Sila and other staff, for presentation to the next meeting of the Committee.

7)     SR Review

Pete introduced the need for a review of the Structural Review, post-implementation.

The Committee agreed that the review should begin on 31 March 2009, and prepare a report which is ready for the AGM in July 2009.

Note that Rose Percival will be retained in a mentor and overseeing role to monitor the implementation and provide feedback to the Council on progress. Chris noted such external feedback would be very valuable.

The Committee noted that the required Cost/Benefit analysis should form part of the post-implementation review agreed above.

AP:      note that cost-benefit review should be part of post-implementation review.

AP:      Rick Shera to be briefed by Pete Macaulay on this decision.

Chris noted a long conversation with Debbie about the DNCL Constitution. Debbie assured Chris that the constitution as proposed had been the same as the NZRS Constitution. He has a view that it is time to review the NZRS Constitution, as a result.

AP:      President to write to NZRS Board advising the intention to review the Constitution of the Company.

AP:      Chris Streatfield to be proposed as convener of a working group to review the NZRS Constitution, by Pete, at the June Council meeting, and members to be chosen at that meeting. Recommendation to be made in the ED’s report to the Council meeting.

8)     Premises

Pete noted an email circulated by Susi on the issue. There was a discussion of the issue. Decisions on premises are for the Group. Keith noted his preference to find new premises, as the current ones do not suit. More important than space is the functionality of the space, and the quality of the accommodations.

AP:      General Managers and President to meet and generate a proposal for future premises options.

9)     Digital Development Update

Pete gave a brief heads up. Much of the lists discussion has covered the salient issues. Pete is very happy with the structure. He is no longer conflicted as the deed has been signed.  An initial meeting of the Council is happening next Wednesday, which should see a Chair appointed, and a panel formed to appoint a General Manager. There will also be a secretariat set up process established, probably on a temporary basis.

Simon Riley and Pete Macaulay may well continue to work in the interim for the organisation until the Secretariat is established.

The industry body is progressing rapidly, and the launch of the whole structure was very successful today.

Keith reiterated that the launch went well, but was disappointed about the early inappropriate release of this on the members list.

Keith noted the need for sound reporting lines to keep InternetNZ well informed with the work of the Council and Forum.

10)  Charitable Status

Keith introduced the issue. The Charities Commission has written explaining that the Constitution requires the inclusion of a reference to charitable purposes in the non-pecuniary-gain/windup clause of the rules.

AP:      Keith and Michael to discuss options with the lawyers to successfully conclude the application, which may include a special general meeting to change the Constitution as required.

11)  TSO / USO

Keith reported back on a recent meeting with the Minister of Communications regarding this issue.

Frank March took the chair with the departure of the President.

12)  Draft Council Agenda

Susi circulated the draft Agenda for the Council, and the Committee considered it.

Chris suggested including a discussion about a strategic planning session during the “Council Statement of Expectations of subsidiaries” agenda item.

Chris further suggested the three items on governance should be rolled into a single item. Frank’s paper is aligned with the first item.  Framework issues likely to recommend to Council that Rose do this.

Keith noted questions about “Network Infrastructure” under President’s report, and “International and domestic relationships” in the Executive Director’s report.

AP:      Susi will clarify what is intended with Pete, and explain to Keith and if necessary change the agenda.

The item of a strategic planning or induction session in August will be considered at the Council meeting too. There was a view that it would be Council and Chairs of boards if there was strategic planning to be done. If this is to do the social work as well, a two-day event would suit better, one day of board meetings and the other day of plenary discussion.

Council needs to decide

• Who pays (each board its own people – combine with regular meeting)
• Who would deliver the event (major event)
  

After extensive discussion and considering operational requirements, Executive Committee agreed to recommend the following approach to a broader strategic planning process to the Council Meeting:

• August Council sets aside a two-hour slot to review the Strategic Plan. If possible it fills in any gaps and makes any minor amendments, and extends the plan’s life by a year.
• If more extensive changes are required, Council schedules a Strategic Planning day in late September (22 Sept discussed) and does a full review, including the Chairs of each of the subsidiary boards.
• October Council adopts the Statement of Expectations documents for the subsidiaries that can be generated from the revised / refreshed strategy, whenever this is finalised (probably prepared in conjunction with an external contractor).
  

13)  Digital Opportunities Trust

The Committee noted that Simon’s proposed work programme had not been received by the Committee, only by some members of it.

AP:      Chris Streatfield to circulate the work programme prepared by Simon to the Executive Committee list, along with Michael Wallmannsberger’s comments, for full consideration by the Committee.

The Committee noted that any further work by any contractors on this workstream would be a Council-commissioned piece of work, not covered under existing contract resources.

14)  Any Other Business

None.

 

Meeting closed:         9.28pm

Next meeting:           Tuesday 22 July 2008 at 2pm (SUGGESTED)

 

Signed as a true and correct record
 

 

……………………………………………….

Pete Macaulay, President, CHAIR