auda Board Response to the Independent Review of the Governance of.au, November 2011

Transcription

1 auda Board Response to the Independent Review of the Governance of.au, November 2011 In April 2011 the auda Board commissioned Westlake Consulting Ltd (WCL) to conduct an independent review into the governance of.au. WCL provided its final report to the Board in December The table below sets out the Board s response to each of the recommendations contained in WCL s report, as agreed at the Board meeting on 20 February The table also includes an implementation plan for each recommendation. 1. auda develop and publish an Accountability and Transparency Framework, broadly similar to that developed by ICANN. To ensure the best possible outcome, we suggest that an appropriate process for development could be as follows: Develop draft framework and principles (auda staff or working group); Call for public comments on the draft; Re-draft (auda staff/working group); Approve (auda Board); Publish on auda website. The key elements of the Framework should include: A description of accountabilities in the auda context; Mechanisms used by auda to ensure transparency; Statement of Principles of Best Practice Domain Administration (we recommend auda develop this Statement, basing it on auda s current operations and understanding of what constitutes best practice in the administration of cctlds); A description of auda s financial accountabilities; Legal, director and senior staff obligations; auda s consultation principles; The Board accepts the recommendation. In developing the Accountability and Transparency Framework, auda will conduct direct consultations with key stakeholders as well as issuing a call for public comments. Action: The Governance, Board Succession and Remuneration Committee of the auda Board will oversee the development of the Accountability and Transparency Framework. Timing (subject to change): Develop draft framework and principles March/April 2012 Call for public comments and stakeholder consultations April/May 2012 Re-draft June/July 2012 Board consideration August 2012 Board approval October 2012

2 1. contd auda s Information Disclosure Policy (including conditions for non-disclosure); A question response policy that would cover, inter alia: o o How questions, received in writing or asked during formal sessions (for example AGMs) are responded to by auda; and A register of details regarding information requests received by auda, and associated responses. auda s appeals and dispute resolution mechanisms; auda s role in International Fora; and auda s Code of Conduct. 2. An annual audit be completed (arranged by the Finance & Audit board committee) to test and publish auda s compliance against the Accountability and Transparency Framework. The Board accepts the recommendation, but believes that external audits every year would be a drain on the resources of the organisation. Instead, the Board has decided to conduct an internal audit every year (with results being published) and an external, independent audit every 3 years in conjunction with auda s strategic planning processes. External audit results will also be published. Action: auda staff will develop terms of reference for both the internal and external audits. Timing: Audit terms of reference will be developed after the Accountability and Transparency Framework is finalised. 3. auda establish a website redevelopment working group with balanced and broad stakeholder membership, to: Identify whom the information on the site is designed for; What information should be available; and Agree the high-level architecture, for a new auda website. (The purpose would be to provide a site that contains all information that stakeholders should expect and be easily accessible and navigable to a broad range of audiences of varying technical ability.) The Board accepts the recommendation. auda will convene a working group to assist with redeveloping the auda website. Timing: The working group will be convened in March It is expected that the website redevelopment process will take approximately 12 months. 2

3 4. auda establish a demand class champion to liaise with appropriate demand class organisations and assist them in identifying issues/policies relevant to them. The Board does not consider it necessary to appoint a demand class champion at this time. It does believe that current processes should be reinforced before considering the addition of a full time role, ie. auda staff clarifying policies and handling queries, and demand class directors representing constituency concerns at Board level. It also wishes to explore other opportunities for better interaction between the Demand class directors and the demand constituency. It further notes that auda will continue to pursue opportunities for improved communication/collaboration with demand class entities such ACCAN and ISOC-AU. The website redevelopment will also help to address this issue (refer to 3 above). auda will continue to pursue opportunities for improved communication/collaboration with demand class entities, including co-hosting events and encouraging cross-membership activities. 5. Following conclusion of the next trial phase of the review process, the registrant application fee be reduced to $A250 (plus $A250 more if the review is unsuccessful). 6. Given the complexities of auda s voting processes, for example secret ballots and member voting for director elections, auda advise members of the voting procedures to be used, when it distributes information packs to members prior to AGMs or EGMs. 7. auda continue to project the strong, nongovernmental voice for Australian national interests in the various international Internet governance fora; auda express the rationale for its international engagement within the recommended Accountability and Transparency Framework; The Board accepts the recommendation to reduce the application fee to $A250, but believes it would be onerous to charge an additional $A250 if the applicant is unsuccessful. The Board accepts the recommendation. The Board accepts the recommendation. auda staff will amend the Registrant Review Panel Rules to reduce the application fee to $A250. Timing: March 2012 auda staff and Maddocks will prepare the necessary documentation. Timing: Documentation will be distributed to members prior to the auda AGM in November auda staff will liaise with relevant government officials. 3

4 7. contd Through the good offices of the Cyber Policy Coordinator in the Department of Prime Minister and Cabinet, auda engage the relevant departments and agencies of the Commonwealth Government in regular dialogue on: o Issues which auda should consider in fulfilling its role; and o The perspectives the auda community would like to see considered in the Australian government s positions at relevant international fora; auda should also consider participation in any government-industry strategic partnership which may emerge out of the Commonwealth s Cyber White Paper process. 8. It would be in the interests of both the Commonwealth Government and auda for their relationship to be more clearly defined, and that auda and DBCDE proactively engage to develop a document that: Affirms auda s existing delegation as the.au cctld administrator; and Endorses auda s Principles of Best Practice Domain Administration. The Board accepts the recommendation. auda staff will liaise with relevant government officials. 9. Establish two-way engagement protocols and incident escalation triggers and responses specifically with the Commonwealth Government s Computer Emergency Response Team ( CERT Australia ), within the Commonwealth Attorney- General s Department, and also with law enforcement and other relevant agencies. The purpose of this would be to build on protocols currently existing between itself and CERT The Board accepts the recommendation and notes that much of it has already been implemented or is covered by existing arrangements. auda staff will liaise with relevant government officials. 4

5 9. contd Australia; and Consider establishing a hot line or equivalent single point of contact for emergency response and law enforcement agencies. (We note that it could be beneficial to auda if the agencies provided a similar service in return.) 10. Develop a programme of initiatives to increase awareness and membership of both the supply and the demand class; Actively promote the benefits of membership of auda; Conduct a regular (say two-yearly) independent audit of a sample of its members, to ensure that membership is valid and that members are registered in the correct class: in particular, to see whether members listed as demand class should more correctly be considered associated persons of a supply class person or organisation. 11. (in conjunction with 12 below) auda transition over the medium term (aim 3-4 years) to a revised board structure: Membership would comprise three supply class directors, three demand class directors and four independent directors, a total of ten voting members. The CEO should remain a non-voting board member (status quo). The board chair should be elected/confirmed by the full board from among the independent members of the board (status quo). For the avoidance of doubt, no member of the board may ever serve as a director in more than one class. The Board accepts the recommendation and notes that a number of membership-related initiatives are already underway. The Board notes that implementation of this recommendation would require the approval of 75% of members in both classes of membership. Therefore, the Board considers it prudent to determine the level of member support for the recommendation before deciding whether or not to accept it. auda will continue to undertake activities aimed at increasing awareness and promoting the benefits of auda membership, eg. quarterly newsletter and online surveys. auda staff and Maddocks will prepare proposed changes to the auda Constitution and an explanatory memorandum. This will be put to auda members via online survey. Timing: Online survey March 2012 Consideration of survey results auda Board meeting April

6 12. (in conjunction with 11 above) The board recommend to the membership that the auda Constitution be amended: To change the normal terms of a director s appointment from two to three years; To set a continuous-service term limit for board members of nine years; To set similar requirements for the board Chair, with the exception that a director elected to the role of board Chair may have maximum continuous service as a director of ten years, thus allowing for a period on the board of up to one year before becoming a Chair, while still allowing that person to serve up to the maximum term as Chair. The Board notes that implementation of this recommendation would require the approval of 75% of members in both classes of membership. Therefore, the Board considers it prudent to determine the level of member support for the recommendation before deciding whether or not to accept it. 13. The auda board should have three standing committees: Finance & Audit Committee (status quo); Governance, Board Succession and Remuneration Committee (existing with additional duties); and Strategic Risk Committee (new). 14. The auda Foundation develop and advertise annually a demand-based set of research and education parameters, to encourage consistency and relevance in funded projects. 15. The auda Foundation audit (or commission an audit) of the outcomes of funded projects, against planned outcomes. This is especially important for multi-year finded programmes. (We are advised that such audits currently take place. However, we have found no evidence that the results of such audits are publicly available. While we recognise the need to respect commercial sensitivities, we consider it it important for the Foundation s credibility with its ultimate funding community that at least summarised results of such audits are published. auda staff and Maddocks will prepare proposed changes to the auda Constitution and an explanatory memorandum. This will be put to auda members via online survey. Timing: Online survey March 2012 Consideration of survey results auda Board meeting April 2012 The Board accepts the recommendation. The Board has established the three committees membership is published at The Board will consider this recommendation as part of the review of the auda Foundation. The Board will consider this recommendation as part of the review of the auda Foundation. Timing: Committees are ongoing. N/A N/A 6