Key principles

o all appointments to the boards of business units are made by the Council of InternetNZ

o all nominations for appointment must come through the Nominations Committee of the InternetNZ Council

o the process for nominations and appointments to the boards of business units must be consistent across all boards

o each board of a business unit should consist of five directors. An additional director should be considered only where unforeseen circumstances result in a need for additional skills and experience on a board.

o each board of a business unit will have one Council member appointed as one of the directors

o the Council member appointee to each board will go through the same process as the independent directors (i.e. they will be assessed and interviewed by the Nominations Committee)

o a non-Council board member may be appointed to the boards of more than one of the business units, where there are sound reasons to do so, and it does not create any conflict of interest (e.g. it would not be acceptable to have a member of the NZ Domain Name Registry Ltd board appointed concurrently to the board of the Domain Name Commission Ltd)

o Council must not use the appointments process to increase the number of directors of a business unit (i.e. appoint two new directors because there are two good nominees when there is only one vacancy)

o where Council decides not to make an appointment, it instructs the Nominations Committee to conduct the process again. It does not short-cut the process by making its own selection

o all vacancies for directors must be advertised to Society members

o all appointees to boards of business units must become members of the InternetNZ and must maintain that membership throughout their appointment term

o business unit boards will be maintained at full strength. Given the small size of the boards of business units and the need to maintain sufficient numbers for a quorum, appointments to pending vacancies should be made prior to the term of the incumbent retiring director expiring.

Specific principles applying to Council members

o a member of Council may serve on only one business unit board at any one time

o a Council member may not be the Chair of a business unit board

o the President and Vice-President are not eligible for appointment to any business unit board

o a member of Council who is a director of a business unit board may stand for the position of President or Vice-President, but must resign from the business unit board immediately on appointment to one of these roles

o Council members serving on a business unit board are not representatives of the Council. They are expected to provide a connection with and convey the views and position of the Council but are required generally to act in the best interest of the business unit itself

o no Council member may participate in proceedings of the Nominations Committee at which he/she is being considered for appointment or re-appointment to a business unit board

Terms of Appointment

o directors of business unit boards are to be appointed for three year terms

o the maximum consecutive term for appointment to an individual business unit board is three three-year terms. In the case of a director appointed as chair during their second three-year term, an extension may be available in order not to prevent that person serving in the chair role for two three-year terms

o where a Council member appointed to a business unit board finishes his/her term on Council, the Council may agree to that person completing their current three year term as a director

o transitional arrangements will be available to the boards of the NZ Domain Name Registry Ltd and the Domain Name Commission Ltd to avoid any loss of continuity that these provisions might impose. This may include some initial appointments for a term of less than three years.

Nominations Committee

o a standing committee of the Council

o four members

o standing members will be the President and one other member of the Council

o additional members will be:

- the Chair of the relevant business unit board (except when the Chair him/herself is the subject of the process, when the Chair of one of the other business unit boards would be co-opted),

- an independent, experienced governance practitioner (e.g. recommended by the Institute of Directors) who is remunerated on a consultancy basis

o where the Chair of a board is the subject of the process, additional information will be sought from the board to ensure that any contextual issues are taken into account in the nominations process

o will be supported by the Council administrator

Appointments Process

A 5 stage process

I. The relevant board, in conjunction with the Nominations Committee, recommends to Council the skills, experience and other attributes it believes are desirable in the appointee, as well as succession planning requirements. If a current director is being considered for reappointment, the Chair of the relevant board should also provide confidential advice to the Council about the performance of the director.

II. The Council agrees/decides the skills, experience and other attributes it is seeking for the position taking into account the input from the relevant board.

III. The Nominations Committee conducts a search, shortlisting, interview and due diligence process and provides substantive documentation on the candidates to enable an informed decision to be made by Council.

IV. The Council accepts or rejects the nomination(s). In the event that it rejects a nomination, the Council will instruct the Nominations Committee to conduct the process again – the Council does not short-cut the process by making its own selection

V. Notification to the successful appointee and notification to unsuccessful candidates. Public announcement of the appointment.

Stage I

Stage I should commence at least six months prior to the expiry of the current term.

Stage III

The Search Process

The critical issue is the widest possible canvassing for high quality candidates.

Potential appointees to boards can be identified in various ways including:

o advertising the vacancy to members on the InternetNZ website

o advertising the vacancy publicly in other relevant publications/websites

o advertising the vacancy with the Institute of Directors

o seeking suggestions from current chairs and directors

o seeking suggestions from the Institute of Directors

o seeking names from professional networks or personal contacts

All candidates’ expectations should be carefully managed in any personal contacts so that there is no implication or expectation of appointment.

Information from Candidates

It should be clear to all candidates the information that is sought from them so that there can be a consistent review of the qualities and skills of all candidates.

Candidates should be asked to identify whether they (or a partner, child or other close family member or friend) have or are likely to have any financial, personal or

professional interests that might create a conflict if they were to be appointed.

Shortlisting

All candidates should be assessed against the same critical requirements for the role. The potential for conflicts of interest should also be considered at this stage.

Interviews

Interviews should be handled in a consistent way and against clear criteria, so that

fair comparisons can be made of all short-listed candidates.

The membership of the panel for an appointment should remain the same, unless exceptional circumstances arise.

An objective record should be kept of all interviews.

Recommendations to Council

The Nominations Committee will provide substantive documentation to the InternetNZ Council to enable the Council to make a choice between the appointable candidates. The Nominations Committee may choose to rank appointable candidates and make recommendations on its preferred candidate(s) for appointment.

Stage V

Letter of appointment

A letter of appointment should be sent from the President of InternetNZ to the new director setting out as a minimum:

o the position being appointed to and a role description

o the proper name of the business unit

o the term of appointment

o the fees relating to the appointment

o a clear indication that there is no guarantee of appointment for a further term

o termination reasons and procedures.

Existing directors being re-appointed should be sent a similar letter though the level of detail required would be less.

Letters sent on the appointment of a new chair should contain additional detail and information about that particular role.

Unsuccessful candidates

Advising unsuccessful candidates should be left until after Council has made the appointment decision in respect of the vacancy. The notification should then be done promptly and sensitively.

Where a person has been interviewed for a board vacancy, the Chair or another nominated member of the Nominations Committee should speak to the unsuccessful nominee. In all cases, a letter should be sent notifying the unsuccessful candidates of the decision of non-appointment.

The notification of unsuccessful candidates must occur prior to any public announcement of an appointment being made.

Reappointment of Directors

Directors should not be given any expectation that they will be offered a subsequent term of appointment.

There is a balance between the benefits derived from continuity of service on a board, the value of the board gaining new ideas and perspectives, and the need to avoid the board losing a number of experienced directors over a short space of time. The board’s goals, its overall skills needs, and/or a director’s performance may have changed since their term began.

Where a reappointment is being considered, the following points should be considered by the Nominations Committee:

o the number of terms already served

o are the current director role description and the contribution made by the incumbent still relevant to the work of the business unit and the mix of skills now on the board?

o how well does the current composition of the board match the current and future work programme, governance requirements and general needs of the business unit?

Induction

Induction is the responsibility of the board of the business unit to which the appointment is made.

Each board must have a comprehensive induction programme to help new directors contribute confidently to the work of the board.