https://www.communications.gov.au/have-your-say/review-australias-au-domain-management
https://www.communications.gov.au/publications/review-au-domain-administration
Government Says
"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 relation to the Chair, the AICD highlights the importance of this position beyond presiding over board meetings. The Chair has a fundamental role in driving the effectiveness of the board by providing leadership to the board and in engaging with the CEO.[1] The AICD also notes that good governance practice in Australia recommends that the Chair be an Independent Director to ensure the Chair is free from conflicts of interest.
[2]
Traditionally, auDA’s Chair has been an Independent Director. However, in late 2015 the Board appointed a director elected by the Demand class as Chair. Similarly, following the resignation of the Chair in August 2017, a director elected by the Supply class was appointed as interim Chair. The Review considers that the independence and role of the Chair should be specified. Providing such clarity may reduce the future risk of the auDA membership seeking to remove a board Chair, as the Chair will be operating within a more clearly defined framework.
Likewise,
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.
As noted previously, Cameron Ralph Khoury was commissioned by auDA to develop a Board Charter. A Board Charter is an effective means for outlining policy on the respective roles, responsibilities and authorities of the board, the directors and the management team in setting the strategic direction of a company.
[3] In articulating the roles and responsibilities of a company’s board and management, a charter also provides a framework for assessing the performance of the board. 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.
a. Management framework—conclusions and recommendations
For auDA to effectively represent the entirety of its stakeholders it requires a board that has their confidence. Under the current arrangements, there is a material risk that the objectivity and evidence-based decision making of auDA’s Board is compromised.
[1] AICD, 2013,
Good governance principles and guidance for not-for-profit organisations, p.21.
[2] AICD, 2016,
Director tools: Role of the chair, p.2.
[3] AICD, 2016,
Director tools: Board Charter, p.2."
