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.
Since the .au Domain Administration Ltd (auDA) Annual General Meeting last year, auDA has shed 67 years of .au experience from the board and executive.
Here is who has parted ways with auDA in the last 12 months:
- Chris Disspain – former CEO – 16 years experience
- Jo Lim – former Chief Policy & Operations Officer – 16 years experience
- Josh Rowe – former demand director – 14 years experience
- Julie Hammer – former independent director – 9 years experience
- Graham McDonald – former independent director – 8 years experience
- Paul Levins – former demand director – 4 years experience
That is a total of 67 years corporate memory which has been lost. Thirty-two of those years were from the former CEO and second in charge.
I care deeply about the .au domain name space and this situation worries me.
Here are the issues which are concerning:
1. CEO appointment process was not transparent
It appears that there may be at least one prior relationship between a board member who was involved in appointing the new auDA CEO.
I have not met the new CEO so I am not in a position to judge his suitability for the role.
2. auDA membership base at risk of capture
auDA members have the power to vote people onto the board.
It would be an interesting exercise to take the current auDA membership list and align their support to current and potential board members.
3. Direct .au registrations are not universally supported
There’s a clear economic motivation for domain sellers for opening .au domain name registrations at the second level, e.g. “yourname.au”.
However, there is not universal support for the proposal.
In fact some suggest consultation with the existing 1,700,000 individual domain name owners was grossly inadequate.
Tough road ahead
I want the .au domain name space to continue to:
“do what it says on the tin”
When you go to a .au website, you can expect that the domain name relates to the product, service, or information on offer. If it doesn’t, you have reliable, responsive complaints mechanisms available to you and rules by which they can be enforced. .au is Australia’s home on the Internet and is widely recognised as such. As an Australian business, community, organisation or individual, you can rest assured that there is a place at .au for you.
To continue to meet this high standard requires a good mix of:
- experienced people,
- thorough processes and
- robust technology.
The rationale for writing this post is because of the significant loss in experienced people at the helm of auDA.
I would not be surprised if more staff depart.
What you can do about it
I will not be seeking nomination for the auDA board.
However, if you’ve read this far then you should.
Nominations must be received by 5pm AEDST, Friday 28 October 2016.
You do not have to be an auDA member to be nominated, but you do need two auDA members to nominate you.
If you want advice about nominating for the auDA board you’re welcome to email me.
28 October Update
A week after Jo Lim left auDA the IANA Admin Contact has not been updated.
Post-AGM Update: Two new Demand Class directors were elected. Congratulations to them both, they are both well credentialed people.
As per my original post, I encourage you to become an auDA member here’s why you should join auDA.
My career and passion doesn’t exist without the Internet.
My day job is delivering new online products and services for corporates and startups. realAs – a real estate industry startup – is my latest commercial venture.
My other experience includes helping businesses like Australia Post, Tarazz and Medibank deliver products and services using the Internet, for 20+ years.
The .au domain name space faces threats:
- Competition: different ways to navigate the Internet (e.g. search engines, new top level domains, apps, social media)
- Growth: flat
Does .au policy need to evolve to meet the needs of all .au stakeholders?
Discuss in the comments section below:
Questions & Answers
Question: “You’ve been on the board for the past 14 years, so you’re not quite an outsider looking to be newly elected. What will another term on the Board enable you to do? How does that compare to bringing in new voices into the organisation?”
JR: “To have auDA members re-elect me for 7 terms is humbling and I’ve never taken that for granted.
I have played an active role in delivering significant change during those years including: domain name policy, competition model, domain slamming, and domain monetisation.
The reason I’m standing again is to seek the opportunity to continue to be an energetic and entrepreneurial contributor to the .au domain name space.
One of the key issues which the next auDA board must consider is whether or not to open up .au for direct registrations. This will require a good understanding of policy, stakeholders and how the digital economy is evolving. I believe I tick these three boxes.
That’s not to say new blood on the board is not important, the current board does have a cross section of directors with a good balance of experience and tenure.
I am very passionate about seeing .au succeed locally and globally.
I expect this to be a hotly contested election in demand class – which is a good thing in itself.”
As announced, I will be standing for re-election to the auDA board.
In brief, my pitch to auDA members is:
Domain names are essential parts of the Internet’s functionality. Australian domain names provide the platform for Australia’s online economy; now worth 3.6% of Australian GDP. Josh Rowe is a current director of auDA seeking re-election. Josh has over 19 years experience with the Internet. Josh is an active participant in the debate of Australian and global domain name governance, engaged through a variety of online and offline forums. Josh participated in the 2010 Names Policy Review Panel. Josh is a staunch consumer advocate and has completed research on the usability of domain names; www.domainusability.com.
I am contactable directly via email email@example.com and also more than happy meet in person to discuss my views (I work in the Melbourne CBD).
If you’re an auDA Demand Class member and wish to vote for me, here’s how to do so:
1. Vote by Fax or Post using a Proxy
For Demand Class Members who cannot attend the meeting but still wish to vote for me, a Proxy Form (PDF) with instructions is available. If you have any trouble accessing the proxy form, please email firstname.lastname@example.org.
To appoint me as your proxy my details are Josh Rowe, c/o auDA, 114 Cardigan Street, Carlton VIC 3053.
I recommend voting “For” all these motions:
- Approve the minutes of the 2010 AGM
- Accept the 2010-2011 audited accounts
- Special resolutions to amend the Constitution
- Introduction of “Life Member” class of members
- Streamlining removal of members for non-payment
- Housekeeping and clarifying amendments
Tick “For” next to my name (Joshua Rowe) in the Demand Class voting section.
Proxy forms must be received by 5pm AEDST on Thursday 13 October 2011. Late proxy forms will not be accepted.
Forms should be sent by post OR fax to:
auDA Company Secretary
c/- Robert Gregory, Maddocks Lawyers
Postal Address: 140 William St, Melbourne VIC 3000
Fax Number: 03 9288 0666
2. Vote in person at the auDA AGM
Date: Monday 17 October 2011
Venue: Maddocks, 140 William Street, Melbourne
My extended candidate statement is below.
For those not familiar with the domain name industry structure, here are the key players in the domain name industry supply chain:
End User – A person who uses domain names to access web sites, email addresses and other Internet resources. For example; I use web sites; http://www.bom.gov.au, http://www.facebook.com, http://www.volvoclub.co.uk, and use email addresses; email@example.com, firstname.lastname@example.org.
Registrant – An organisation or entity that licences the use of a domain name. For example; Westpac Banking Corporation is the registrant for the westpac.com.au domain name. Indian Railway Catering and Tourism Corporation is the registrant for the irctc.co.in domain name.
Specialist – Intellectual property lawyers, marketers, web developers, etc. For example; Phil Argy is a WIPO Panellist who arbitrates .au domain name licence disputes. Next Digital develops web sites. Freestyle Media provide online marketing services.
Reseller – Retail domain names to registrants based on any domain name policies in place. Resellers sell on behalf of registrars. For example; SnapSite resells domain name licences on behalf of domain name registrar Planet Domain. NameCheap resells domain name licences on behalf of domain name registrar eNom.
Registrar – Retail domain names to registrants based on any domain name policies in place. For example; Melbourne IT sells domain name licences for .com.au, net.au, org.au, asn.au, and id.au. GoDaddy sells domain name licences for .com, .net, .org, .biz, .info.
Registry – Assign and maintain a database of domain names on the Internet. For example; AusRegistry is the domain name registry for com.au, net.au, id.au, asn.au, org.au, gov.au and edu.au. VeriSign is the domain name registry for .com and .net.
Regulator – Set policy and administrate domain name space. For example; ICANN is the domain name regulator for the ‘root’ domain name space. auDA is the domain name regulator for the .au domain name space.
I am standing for re-election to .au Domain Administration Ltd (auDA), which is the policy authority and industry self-regulatory body for the Australian .au domain name space.
- develop and implement domain name policy
- license second level domain registry operators
- accredit and license registrars
- implement consumer safeguards
- facilitate .au Dispute Resolution Policy
- represent .au at ICANN and other international fora.
Domain names are essential parts of the Internet’s functionality and must be managed as a critical piece of Internet infrastructure for the benefit of all stakeholders.
Domain names are the user interface that allows consumer to transact online. Australian domain names provide the platform for Australia’s online economy; now worth 3.6% of Australian GDP.
I have over 19 years experience with the Internet and deriving commercial benefits from its use. In my working career, I have delivered a road range of achievements across business and technology roles, from detailed analysis through to strategic development. My corporate work experience includes 10+ years successfully operating in leadership roles within a blue chip organisation. I am a director of key Internet industry bodies and have obtained a postgraduate qualification in eBusiness and undergraduate qualification in Computer Science.
I’m an active participant in the debate of Australian and global domain name governance, engaged through a variety of online and offline forums. My original passion for domain names came through absolute frustration with the restrictive .au domain name policy in 1999. I joined the very first .au domain name policy review panel and was part of the sweeping domain name policy changes that allowed much more flexible registration of .au domain names.
I am a staunch consumer advocate. In the past, rogue domain name operators used deceptive techniques to lure un-expecting domain name registrants to register domain names they probably didn’t really need. At my own personal risk, I took on these rogue operators to expose their behaviour. Together with legal action undertaken by local and international domain name regulators the end result was that this behaviour has all but ceased and no longer causes Australian businesses to waste their time and money.
I have completed research on the usability of domain names; www.domainusability.com. The domain name system is not perfect for end users, so I wrote a 35k word thesis about it and then presented it to policy makers from around the globe at an international conference on domain names. There’s an 18 page PowerPoint version of my thesis too if you can’t stomach 35k words.
Some of auDA’s achievements during my last term as an auDA Demand Class director include:
- accepted the Secondary Market Working Group recommendations
- accepted the 2010 Names Policy Panel recommendations (a panel I was also a member of)
- undertaking review of the governance of .au (in progress)
- noted 2 millionth .au domain name registration
- introduced a public domain name drop list
- managed complex registrar issues relating to financial and security issues