14 Nov update:
14 Nov update: auDA AGM proxies are due in 10 days and the AGM is in 14 days. Therefore, I have formally requested that this item be removed from the 2016 auDA AGM agenda.
The notice of auDA’s 2016 AGM was emailed to auDA members on Wednesday 2 November 2016; 26 days in advance of the AGM.
Most of the items on the agenda for the AGM are fairly standard.
However, agenda item 6 is a surprise which will leave auDA members with more questions than answers.
6. Special resolution- Clause 18.2(d) Constitution of the Board to increase the number of Independent Directors.
… the notice goes on to explain:
Agenda Item 6- Special resolution to adjust Clause 18.2(d) of the Constitution
As recommended by the Cameron Ralph report on the governance of auDA which was adopted by the Board of auDA on 10 October 2016, it is proposed to amend clause 18.2(d) of the Constitution to increase the number of Independent Directors permissible on the Board from three to four. This will allow for an expanded mix of skills and diversity on the Board, and improve adherence to good governance principles. The amended clause is below and a marked-up version of the proposed amendment to the Constitution is available here.
18.2 Constitution of the Board
The Board shall comprise:
a. four (4) persons elected by the Supply Class Members;
b. four (4) persons elected by the Demand Class Members;
c. the CEO of auDA as a non-voting member of the board; and
d. not more than three four (3) (4) Independent Directors appointed by the elected Directors, for terms not exceeding two (2) years each.
auDA has not published the:
- auDA board 10 October 2016 agenda
- auDA board 10 October 2016 minutes
- Cameron Ralph report on the governance of auDA
Which skills and experience are required to supplement the current elected and independent auDA board members?
Does auDA have any specific prospective independent directors in mind?
Is the current auDA Chairman (Mr Stuart Benjamin) one of the prospective independent director candidates?
Mr Benjamin’s term is concluding as an elected demand class director at this AGM. Mr Benjamin has not re-nominated for election.
If this resolution is a back door way to parachute Mr Benjamin back onto the auDA board, then that is an abuse of process.
The auDA constitution is explicit on the definition of an Independent Director:
“Independent Director” means a director appointed by the elected Directors, who is a person who:
a. holds no posts in, or is otherwise associated with, auDA, the Registry Operator or any Registrar; and
b. does not have any relationship with auDA or any other person that could, in the opinion of the elected Directors, materially interfere with:
i. the exercise of objective, unfettered and independent judgement by the person; or
ii. the person’s ability to act in the best interests of auDA;
(Inserted by Special Resolution, 14 August 2006)
Therefore, given auDA’s inadequate provision of information to support this significant change I will vote against this constitutional change.