"
Potential for board stacking
· There were claims the Constitution allowed for ‘board stacking’ and was potentially open to abuse given there is no restriction under the Constitution to prevent members to move from one class to another."
"Roles and responsibilities of the Board, Chair and management
The Review considers that clear guidance on the role of the Board and executive management team supports effective governance. However,
there is limited information on the roles and responsibilities of the Board and management. For example, while auDA’s Constitution does outline the structure of auDA’s Board, it makes
no mention of the respective roles of the Board, Chair or CEO."
"Clarity on the roles and responsibilities of the Board, both individually and collectively, is important as it sets expectations for the directors and also provides clarity around the internal governance of the company."
"in terms of transparency of internal governance,
the Review also finds that there were no public documents outlining the role of the CEO. It was unclear as to the limitations of the CEO and how the position functioned alongside the Board. While the role and responsibilities of the CEO should be clarified, the Review also considers that the functions of this position should be reviewed, including the standards by which the CEO’s performance is assessed.
... The Charter should also describe the basis for appointment of the Chair position.
The Review considers that a Board Charter should be established to articulate the roles of the Board, the Chair and the CEO. In terms of
transparency and accountability, the Review further considers that auDA should report annually and publicly to its stakeholders on the Board’s performance against the requirements of this charter. This would enable the Board to also assess the effectiveness of its Board Charter annually."
"
Submissions highlighted that transparency and consultation are areas on which auDA should improve.[1] Some submissions and stakeholders noted that auDA had not effectively consulted its stakeholders on significant projects, such as the Registry Transformation Project and Direct Registration. While these projects are outside the scope of this Review,
the concerns raised in submissions underscore the importance of effective consultation."
"
The issue of Board stacking is of particular concern. This would suggest a manipulation of process to place directors on the Board to act in the interest of a particular membership faction."
"Stakeholders consistently stated that additional assurances are required to prevent the stacking of the Board and to ensure Board members are suitably qualified and sufficiently representative of the industry and its stakeholders."
"That auDA establish a Board Charter:
a.
to set out the respective roles and responsibilities of the Board, Chair and CEO
b.
to set out the basis for appointment of the Chair
c.
that requires the Board to report on an annual basis to stakeholders publicly on its performance against this charter."
