This morning, auDA sent an email to all Associate Members, inviting them to vote in a ballot for one Elected Director to join the auDA Board.
auDA’s Constitution requires the Board consist of five Independent Directors, four Elected Directors, and one Independent Chairperson. As a result of the ballot held prior to the Company’s Annual General Meeting in November 2019, only three Elected Directors were eligible to be appointed (having received a majority of favourable votes).
This ballot is to fill the fourth Elected Director vacancy, with the successful candidate to take office following the AGM on 10 November 2020.
Candidates have been selected by auDA’s Nomination Committee following a rigorous process that included assessment against the auDA Board skills matrix and consideration of the skills and experience of the current Directors.
You can read each candidate’s statement and CV via the following links:
auDA 2.0 no longer has an interest in multi-stakeholder representation at a board level. From an outsider’s viewpoint it appears the domain industry is no longer represented from a consumer (previously called demand) perspective. Not a single board member has any experience in the industry that auDA governs apart from Mr Giuffrida who is CEO of the largest registrar in Australia. The so called Nominations Committee seems to be blind to the gaping hole in the current boards skills and experience. How do a single one of the “approved” candidates add to the composition of the board.
When we get statements like this “The Board is seeking expressions of interest from candidates to recommend to auDA’s Nomination Committee to fill this Elected Director vacancy”, it brings into question how the process is managed and the role of the Nominations Committee as an independent body. Why does the Board get to filter prospective candidates?
“The role of the Nomination Committee is to ensure that the process of appointment and election of Directors is transparent, to oversee and assess the effectiveness of the Board as a whole and the contribution of individual Directors to the effectiveness of the Board, and to report on the effectiveness of the Board.” (Quote from the auDA website).
Anybody who has read the thin auDA Board minutes will come across large black texter marks wherever the Nominations Committee is concerned. My personal favourite is the minutes from the 19th May 2020. They did, however, manage a modicum of transparency when, as the only members of auDA, voted to change the Constitution to extend the so called “Transition Date” by a further 2 years and hence tighten their grip on their reign and the cosy relationship with the auDA Board.
The current batch of candidates seem to have the same ring to them as the existing governance hierarchy, which requires some scrutiny for a NFP, community driven, multi-stakeholder organisation whose powers are absolute. Maybe the world is truly “six degrees of separation” and the cynical me is rearing it’s ugly head.
How on earth did this constitution get passed? Oh Yeah, I remember. Cebu City ring any bells.
Questions must be asked of the Nominations Committee thought process in the selection of the candidates for the upcoming election for the appointment of an elected director to the auDA Board.
The recent Government Review into auDA made the following statement.
“auDA’s governance arrangements need to be reformed to ensure stakeholders are effectively represented by the Board, which in turn must possess the skills, experience and background to make decisions in the best interests of the broader Australian internet community”
The AICD Good Governance Principles And Guidance for Not-for-Profit Organisations.
“To be effective a board needs the right group of people, with an appropriate mix of skills, knowledge and experience (e.g. professional backgrounds, industry experience, philanthropic support) that fits with the organisation’s objectives and strategic goals. This should be considered not only when new appointments are being contemplated or made, but in the context of regular board evaluations”
Corporate Governance Principles and Recommendations: Recommendation 2.2
“A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.
According to the July Member newsletter more than 80 applications were received for the position. Making some assumptions, as there is no transparency around this process, the applicants were first vetted by the Board who then referred them to the Nominations Committee to be approved. 80 candidates whittled down to 3. According to the Nominations Committee, the 3 candidates represent the best mix of skills and experience which will complement the auDA Board.
Looking at the above quotes it appears that the current auDA Board seems to be lacking in one vital component. Industry Experience. auDA is the administrator and regulator of the .au namespace. Domain Names.
Reviewing the current candidates, with no disrespect, we are presented with 3 options.
1. Communications Industry.
2. Ombusman. Consumer Affairs.
3. IT/Digital Consultant
Examining the current Board skills, on a rudimentary level, as there is no disclosure by auDA, we have the following similarities.
Currently several Board members are involved in the communications industry. Several are lawyers, several consumer affairs advocates, one accountants and one domain wholesaler. The majority are experienced Board members and several with experience in government circles.
It also appears there are a number of similarities in their histories with the current candidates, most notably that the chair has history dating back to 1967 when he was president of the NSW SRC. One candidate also sat on the Board of AIMIA for several years with a current auDA Director. Certainly this author is making no allegations of impropriety, it is simply the “Six Degrees of Separation” effect.
One must assume that of the 80 applications for the auDA Board, the presented candidates are the best people to represent the members of auDA, and the wider community, for the next 3 years. Associate Members are now being asked to vote for their preferred candidate over the next 14 days. It may be that none of the candidates are elected because the Associate Members have the option of rejecting all 3 candidates as, in their opinion, they do not represent their industry and the multi-stakeholder approach as endorsed by the government.
I will conclude with a quotation from one of the candidates.
“While I do not have a background in the domain name environment, I believe that I can learn quickly.”
I think you’ll find Associate Members cant vote, its just the Governing Members and that’s about a dozen or so people.
You have it the wrong way round.
Under the constitution elected directors are elected only by Associate members only. If you are an associate member you should have got a email to lodge your vote.
https://www.auda.org.au/assets/Uploads/auDA-Elected-Director-Ballot-Process-Sept-2020.pdf
Governing Members are not Associate Members so they can’t vote. If they do then the election will be invalid.
Associate Members will vote on those candidates who have been approved by the Board (Your Vote doesn’t matter) –
After the Transition Date, Elected Directors who have been approved by the Nomination Committee will be directly elected by the members.
You can’t “Directly Elect a Director” for another 4 more years because as Associate Members you Cant Vote on Constitutional matters or any other matter at a General Meeting.
The voting system is rigged to allow the same Nepotism as before.
Your vote does matter because you can vote AGAINST the candidates and if they don’t get more than 50% of the associate members who voted, voting FOR them, then they will not be elected.
My prediction is that in the near future. the board will put forward a motion to change this rule in the constitution so that their preferred candidates, or buddies, get elected based on who gets the most votes. The nominations committee are the governing members, who get paid $1500 a meeting, and are guided by Alan Cameron, who is the chair of the committee and of the auDA board. They will pass the motion.
Th system is broken and should be reviewed. #ASIC, #Auspost, #Crown Casino.
“The nominations committee are the governing members, who get paid $1500 a meeting”
Its wrong for the Members of a Company to be paid as members, ITS A Conflict of interest.
It is wrong that the Board may, by resolution, appoint any person to be an Elected Director if that person has been approved by the Nomination Committee …because the Board controls the appointment of members to the nominations committee, therefore, the Board basically appoints who it wants onto the Board and pays the members for that scam.
Who really has a vote – The Associate Members are just a spectacle for such an election process.
I agree with Nobby. I would not vote for any of these candidates as they have no knowledge of the industry. I suggest voting against all candidates.
One of the candidates became CEO of a company which was very successful, shortly after taking it over she ran it into the ground……I wonder what happened
The Nom Committee clearly have no idea about the industry.
The Nominations Committee have failed to apply the Board Skills Matrix. Section 3: Relevant technical and industry knowledge.
“Ability to understand the domain name environment and operations.
Ability to understand and critically assess technical issues relevant to administration of a ccTLD.
Ability to acquire knowledge of auDA’s responsibilities, operations and history”
“All Directors must be competent at a minimum with a number able to demonstrate high level skills and experience. Not essential for all to have previous knowledge but all must be prepared to self-educate on appointment.”
I’m sure lawyers would argue the word “ability”, however you don’t gain “high level skills and experience” overnight and none of the candidates have that experience. The Board has already admitted that they do not have the industry knowledge which was one of the excuses for extending the transition date. Again a failure of the Nominations Committee for failing to appoint directors with some corporate memory or real life experience in the domain industry.
The candidates are not suitable and get a “NO” from me.
“The candidates are not suitable and get a “NO” from me.”
Exactly, you cant vote, but what does it matter when the only ones voting are employees/ staff of the registrar network – many of who, if not all, probably do not know they’ve voted… sound familiar.
More coincidence. Captain’s call?
Sydney Peace Foundation 2004 – 2005 – 2006 – 2007
Chair: Mr Alan Cameron AM
Executive Committee: Ms Clare Petre
https://sydneypeacefoundation.org.au/wp-content/uploads/2014/04/Sydney-Peace-Foundation-Annual-Report-2004.pdf
https://sydneypeacefoundation.org.au/wp-content/uploads/2014/04/2005AnnReport_Final_LR.pdf
https://sydneypeacefoundation.org.au/wp-content/uploads/2014/04/2006-Annual-Report.pdf
https://sydneypeacefoundation.org.au/wp-content/uploads/2014/04/Sydney-Peace-Foundation-Annual-Report-2007.pdf