Paper 1 - InternetNZ Council – Functions and Role Descriptions
Under
the Constitution, the Council of InternetNZ conducts the affairs of the
Society. Under the new structural
arrangements, the role of the Council will be to provide quality governance and
strategic leadership of InternetNZ, while the day-to-day work of the Society
will be carried out by the business units.
Core Functions
The core functions of the InternetNZ Council are:
o developing the vision, mission and high-level strategy for the Society
o agreeing the top-level policies of the Society
o approving the long term strategy for .nz domain name space, any changes to the policy framework underlying the allocation and use of domain names in the .nz domain name space and/or the key principles that underpin the .nz policy
o approving changes to .nz position on international issues
o approving the monthly fee charged by the registry to register a domain name
o appointing (and removing) the directors of the business unit boards
o appointing (and removing) the business unit board chairs, following a recommendation from the board of the relevant business unit
o approving formal delegations to the business unit boards
o developing an annual Statement of Expectations for each business unit
o approving the strategic plans, business plans and annual budgets of the business units, ensuring these are consistent with those of the Society as a whole and monitoring progress against these plans
o monitoring the performance of the business units and holding the board accountable for the performance of the business unit
o representing members’ interests and being responsive to members’ issues
Approach
As the peak governance body of an Incorporated Society with related, but diverse, operations, Council will need to maintain an emphasis on:
o outward vision rather than inward focus
o strategic leadership rather than administrative detail
o collective rather than individual decisions
o future focus
o a clear distinction between the roles of the Council, the business unit boards and their staff.
InternetNZ Council Member Role Description
The Internet Society of New Zealand Incorporated is a non-profit common interest society to maintain and extend the availability of the Internet and its associated technologies and applications in New Zealand, both as an end in itself and as a means of enabling organisations, professionals and individuals to more effectively collaborate, cooperate, communicate and innovate in their respective fields of interest. It is intended that the Society is the principal organisation representing the interests of Internet users and Internet Service Providers in New Zealand. The Society’s objectives are:
o To promote the competitive provision of Internet access, services and facilities in an open and uncaptureable environment
o To develop, maintain, evolve and disseminate standards for the Internet and its inter-networking technologies and applications
o To develop, maintain, evolve and disseminate administrative processes for the operation of the Internet in New Zealand
o To promote and conduct education and research related to the Internet and inter-networking
o To co-ordinate activities at a national level pertaining to good management of centralised systems and resources which facilitate the development of the Internet, including but not limited to the Domain Name System
o To collect and disseminate information related to the Internet and inter-networking, including histories and archives.
o To develop and maintain formal and informal relationships with the international Internet community, including the Internet Society.
o To represent the common interests of the wider New Zealand Internet community both nationally and internationally
o To promote widely and generally available access to the Internet.
o To liaise with other organisations.
The Council of InternetNZ is the governing body and its role is to provide quality governance and strategic leadership of InternetNZ. The members of the InternetNZ Council are elected directly by members of the Society, as are the President (Chair) and Vice-President of the Society. Council members are expected to represent the interests and concerns of the Society’s membership as a proxy for the broader interests and concerns of the entire local internet community.
InternetNZ has four business units that report to boards appointed by the InternetNZ Council. These business units are:
o New Zealand Domain Name Registry Limited – the registry for names registered in the .nz domain name space
o Domain Name Commission Limited – the Domain Name Commissioner who has responsibility for stewardship of the .nz domain name space
o Office of InternetNZ – the policy and advocacy office of InternetNZ, reporting to the Executive Director’s Oversight Board
o InternetNZ Foundation – a charitable trust established to disperse funds, property or benefits to promote and encourage the wider understanding, development and use of information and communication technologies for the benefit of the people of New Zealand
Council Functions
The Council member must contribute as one of twelve/fourteen members of Council, in an effective manner to the Council undertaking its functions. These include –
Maintaining a future focus – providing leadership and a sense of direction for the Society
Specific tasks for Council include
- setting the vision, mission and high-level strategy for the Society
- agreeing strategy, business plans and budgets
- ensuring adequate resources and delegations to enable achievement of the Society’s objectives
Approving and monitoring policies
Specific tasks for Council include
- agreeing the top-level policies of the Society
- monitoring the philosophy/approach of policies approved by the Executive Director’s Oversight Board
- approving changes to the allocation and use of domain names in the .nz domain name space and/or the key principles that underpin the .nz policy
- approving changes to the .nz position on international issues
Ensuring effective issues management and communication
Specific tasks for Council include –
- regularly communicating strategy and performance with members and key stakeholders
- identifying new issues and ensuring processes are in place to address these
Ensuring the ongoing viability of business units
Specific tasks for Council include –
- appointing (and removing) the chairs and directors of the business unit boards
- ensuring appropriate business unit board composition, experience and skills
- ensuring accurate, timely and relevant reporting, to enable effective monitoring of the key performance targets and the financial aspects of each business units’ activities
- monitoring progress towards meeting agreed business plan and budget objectives
Compliance and risk management
Specific tasks for Council include –
- ensuring conformance with constitutional, legislative and regulatory requirements and best practice
- ensuring adequate processes for identifying, assessing and mitigating risks to the Society, its systems and processes, and staff
- ensuring adequate internal controls and processes are in place to protect the Society’s assets (physical, financial, human and intellectual capital).
Ensuring effective Council performance
Specific tasks for Council include –
- annually reviewing the functions and performance of the Council and its members, and any Council Committees
- complying with the Code of Ethics and Conflict of Interest policies
Council member skills
A successful Council will have Councillors with a mix of skills and attributes which include the following:
o a passion for the objectives of the Society, and an interest and enthusiasm for the range of activities the Society and its business units are involved in
o governance skills and experience or an understanding of governance skills
o common sense, wisdom and judgement
o integrity and commitment to ethical behaviour
o business acumen (including financial literacy) and a track record in his/ her professional field
o independent thought and the ability to debate and defend viewpoints
o objectivity and the ability to take a broader perspective – the “helicopter view”
o ability to work as part of a team and support the collective view of the Council
o risk management appreciation and experience
o project governance or project management experience
All Council members must have time to commit to the role. This includes attending Council meetings and preparing adequately for these meetings, sitting on Council committees (as required), and keeping abreast of issues facing the Society and relevant to the Society’s objectives.
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President of InternetNZ
Under the Constitution, the President is directly elected by the members of the Society.
Key Functions
In addition to the requirements set out under the Role Description for Council Members, the President has the following additional functions:
o chairs the Council and as such, has the lead role for assuring the integrity of the Council’s governance processes
o leads the Council in its strategic planning processes
o acts as the face of the InternetNZ Council and spokesperson on strategic issues and Council issues when this is required in matters of accountability to members and other key stakeholders
o will, from time to time, represent the full membership of the Society and not only the Council itself
o chairs the Nominations Committee of Council
o convenes a regular (quarterly) forum of the chairs of the business unit boards to discuss areas of common interest, to avoid duplication and to ensure each unit was aligned with each other and with the strategic direction of the Society
o acts as the chair of all General Meetings of the Society
o representation at national and international fora on InternetNZ group issues
o other duties and responsibilities specifically defined in the Constitution
This is a non-executive role but it will require considerable commitment.
Additional Skills Sought
o experienced in chairing a board or equivalent
o well-established governance skills and experience
Vice-President of InternetNZ
Under the Constitution, the Vice-President is directly elected by the members of the Society.
Key Functions
In addition to the requirements set out under the Role Description for Council Members, the Vice-President has the following additional functions:
o acts in the absence or incapacity of the President
o attends the quarterly forum (convened by the President) of the chairs of the business unit boards
o other duties and responsibilities specifically defined in the Constitution
Additional Skills Sought
o well-established governance skills and experience
Code of Ethics and Proper Practice
The Council is committed to ethical conduct in all areas of its responsibilities and authority.
Accordingly, members of the Council as individuals will:
o act honestly and in good faith at all times in the best interests of InternetNZ
o carry out their duties in a lawful and business-like manner and ensure hat InternetNZ carries out its business likewise
o avoid conflicts of interests in as far as this is possible and where such conflicts arise, will act within the terms of the Council’s Conflict of Interests policy as set out in this document
o attend Council and sub-group meetings and devote sufficient time to preparation for Council meetings to allow for full and appropriate participation in the Council’s decision making
o observe the confidentiality of non-public information acquired by them in their role as Council members, and not disclose confidential information that might be harmful to InternetNZ or any of its business units
o interact with the Council and staff in a positive and constructive manner
o not do anything that in any way denigrates InternetNZ or harms its image
Conflict of Interests
The Council places importance on making clear any existing or potential conflicts of interest for its members.
Accordingly:
o Any business or personal matter which is, or could be, a conflict of interest involving the individual and his/her role and relationship with InternetNZ, must be declared and registered in the Conflicts of Interest register
o The Register will be presented to the Council and formally received. Where a conflict of interest is identified and/or registered, the Council member concerned shall not vote on that issue, and may only with unanimous agreement participate in any Council discussion on that topic
o The President must take whatever steps are necessary to ensure that any conflict is managed in an appropriate manner according to this policy
o Individual Council members, aware of a real or potential conflict of interest of another Council member, have a responsibility to bring this to the notice of the Council
Examples of such conflicts of interest are:
o When a Council member, or his/her immediate family or business interests, stands to gain financially from any business dealings, programmes or services of InternetNZ or any of its business units
o When a Council member him or herself offers a professional service to InternetNZ or any of its business units
o When a Council member stands to gain personally or professionally from any insider knowledge if that knowledge is used to his or her personal or professional advantage
o Where a Council member is on another body that may have competing or conflicting interests or where knowledge of InternetNZ views or information might unduly favour the member’s other appointment/organisation.
