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auDA Board pay

DomainNames

Top Contributor
Does auDA publicly post the auDA Board compensation?

I note nearly every other body does globally. Example
CANADA
https://cira.ca/about-cira/board-and-governance/board-compensation
Board compensation
Remuneration to elected CIRA directors is based on the following principles:

  • Attract and retain skilled, productive board members with core governance competencies.
    • Ensure external market competitiveness and equity.
    • Recognize the additional responsibilities undertaken by the chair, vice-chair and committee chairs.
    • Be fiscally responsible and consistent with corporate governance best practices.
The board ensures a review of compensation for elected directors by an independant consultant every three years, using the principles set out in this section, to ensure compensation practices are current and in line with the market.

Going forward, the comparable market (a 50%/50% composite of national not-for-profit and high tech private sector) will be used as a reference point to calculate appropriate compensation.

These principles are based on a review conducted by an independent consulting firm in July 2009. The purpose of the review was to ensure compensation remains consistent with that of directors serving in similar industries and organizations of comparable size to CIRA.

Who mandated the board compensation package?

The CIRA membership overwhelmingly approved a by-law amendment package at a Special Members’ Meeting (SMM) February 1, 2006, in Toronto. This included an amendment to By-Law 1, section 3.15 (c), directing the board to retain the services of an independent consulting firm to establish compensation to which elected directors are entitled for performance of their duties.

The by-law change package was approved by Member vote, with 251 of 307 Members (81.75%) present voting to pass the changes.

Who developed the compensation package?

A third-party human resources consulting firm was hired by CIRA to conduct a board compensation survey. Twelve organizations of a similar size, scope and class were surveyed to form a comparison baseline. The consulting firm prepared a compensation framework for the board of directors based on the survey results. This framework was used to draft the compensation proposal brought forward to and approved by CIRA Members.

How was the survey for the Members’ consultation conducted?

With the help of a market research firm, CIRA surveyed its Members in early 2007 to measure support for the proposed board of directors compensation package. Members were contacted January 8, 2007 by email to participate in an online survey. Members were given instructions, background information and the proposed compensation package. The survey asked, “Do you agree that the proposed compensation plan for elected directors is reasonable?” Members were also given the opportunity to provide comment.

What were the results from the Members’ consultation for the board compensation package?

Members were invited to participate in the survey via a mass email sent to 249,990 Members. The survey generated significant response:

  • 12,675 Members completed the survey.
    • A 70.5% majority voted “yes” and agreed with the proposal, demonstrating strong support for the compensation plan.
    • 14.6% cast a “no” vote, indicating they didn’t agree with the proposed compensation plan.
    • 14.8% answered “no opinion.”
Which board directors are eligible for compensation?

Elected board directors of CIRA are given remuneration to recognize their time and effort and to help the organization attract and retain experienced and knowledgeable members to its Board.

The three board advisors, including CIRA’s president and CEO, Industry Canada’s representative, and John Demco, are not eligible for compensation.

Why are CIRA board directors compensated?

Based on the results of the review of similar non-profit organizations, a compensation plan for CIRA Directors was developed to:




    • Attract and retain skilled, productive board members representative of the Canadian population.
    • Ensure external market competitiveness and internal equity.
    • Recognize the additional responsibilities undertaken by the executive committee and the committee chairs.
    • Be fiscally responsible and consistent with corporate governance best practices.
Board members can also donate their compensation to a charity of their choice.

What compensation do CIRA directors receive?

Directors are compensated based on their role within the board of directors, the number and types of meetings they attend, and any additional committee work performed.

CIRA director compensation schedule - Effective November 1, 2013
Chair
Annual Retainer: $20,000
Fee per meeting (Board/Committee): $700/$300

Vice-chair/committee chairs/corporate secretary
Annual Retainer: $12,000***
Fee per meeting (Board/Committee): $700/$300

Director
Annual Retainer: $10,000
Fee per meeting (Board/Committee): $700/$300

***In the event that a board member is the chair of two or more committees or holds the position of vice-chair or corporate secretary and also is the chair of one or more committees then the annual retainer will be $14,000. There is no additional retainer for the chair in the event that the chair also is the chair of one or more committees.
 

DomainNames

Top Contributor
Does auDA publicly post the auDA Board compensation?

I note nearly every other body does globally. Example
CANADA
https://cira.ca/about-cira/board-and-governance/board-compensation
Board compensation
Remuneration to elected CIRA directors is based on the following principles:

  • Attract and retain skilled, productive board members with core governance competencies.
    • Ensure external market competitiveness and equity.
    • Recognize the additional responsibilities undertaken by the chair, vice-chair and committee chairs.
    • Be fiscally responsible and consistent with corporate governance best practices.
The board ensures a review of compensation for elected directors by an independant consultant every three years, using the principles set out in this section, to ensure compensation practices are current and in line with the market.

Going forward, the comparable market (a 50%/50% composite of national not-for-profit and high tech private sector) will be used as a reference point to calculate appropriate compensation.

These principles are based on a review conducted by an independent consulting firm in July 2009. The purpose of the review was to ensure compensation remains consistent with that of directors serving in similar industries and organizations of comparable size to CIRA.

Who mandated the board compensation package?

The CIRA membership overwhelmingly approved a by-law amendment package at a Special Members’ Meeting (SMM) February 1, 2006, in Toronto. This included an amendment to By-Law 1, section 3.15 (c), directing the board to retain the services of an independent consulting firm to establish compensation to which elected directors are entitled for performance of their duties.

The by-law change package was approved by Member vote, with 251 of 307 Members (81.75%) present voting to pass the changes.

Who developed the compensation package?

A third-party human resources consulting firm was hired by CIRA to conduct a board compensation survey. Twelve organizations of a similar size, scope and class were surveyed to form a comparison baseline. The consulting firm prepared a compensation framework for the board of directors based on the survey results. This framework was used to draft the compensation proposal brought forward to and approved by CIRA Members.

How was the survey for the Members’ consultation conducted?

With the help of a market research firm, CIRA surveyed its Members in early 2007 to measure support for the proposed board of directors compensation package. Members were contacted January 8, 2007 by email to participate in an online survey. Members were given instructions, background information and the proposed compensation package. The survey asked, “Do you agree that the proposed compensation plan for elected directors is reasonable?” Members were also given the opportunity to provide comment.

What were the results from the Members’ consultation for the board compensation package?

Members were invited to participate in the survey via a mass email sent to 249,990 Members. The survey generated significant response:

  • 12,675 Members completed the survey.
    • A 70.5% majority voted “yes” and agreed with the proposal, demonstrating strong support for the compensation plan.
    • 14.6% cast a “no” vote, indicating they didn’t agree with the proposed compensation plan.
    • 14.8% answered “no opinion.”
Which board directors are eligible for compensation?

Elected board directors of CIRA are given remuneration to recognize their time and effort and to help the organization attract and retain experienced and knowledgeable members to its Board.

The three board advisors, including CIRA’s president and CEO, Industry Canada’s representative, and John Demco, are not eligible for compensation.

Why are CIRA board directors compensated?

Based on the results of the review of similar non-profit organizations, a compensation plan for CIRA Directors was developed to:




    • Attract and retain skilled, productive board members representative of the Canadian population.
    • Ensure external market competitiveness and internal equity.
    • Recognize the additional responsibilities undertaken by the executive committee and the committee chairs.
    • Be fiscally responsible and consistent with corporate governance best practices.
Board members can also donate their compensation to a charity of their choice.

What compensation do CIRA directors receive?

Directors are compensated based on their role within the board of directors, the number and types of meetings they attend, and any additional committee work performed.

CIRA director compensation schedule - Effective November 1, 2013
Chair
Annual Retainer: $20,000
Fee per meeting (Board/Committee): $700/$300

Vice-chair/committee chairs/corporate secretary
Annual Retainer: $12,000***
Fee per meeting (Board/Committee): $700/$300

Director
Annual Retainer: $10,000
Fee per meeting (Board/Committee): $700/$300

***In the event that a board member is the chair of two or more committees or holds the position of vice-chair or corporate secretary and also is the chair of one or more committees then the annual retainer will be $14,000. There is no additional retainer for the chair in the event that the chair also is the chair of one or more committees.

"Board members can also donate their compensation to a charity of their choice."
 

Lemon

Top Contributor
Does auDA publicly post the auDA Board compensation?
I think it is available in the Annual Report / Accounts.

Also Directors are not paid. CEO and staff are.
18.4 No Remuneration
Except as provided for in clause 5, no Director may receive any remuneration for services as a Director or as a Member.
 

snoopy

Top Contributor
Read clause 5 :)

They are paid per meeting I believe. Not sure what else they receive (presumably all sorts of travel expenses). Independents receive substanially more than other directors I believe.

Last years annual report,

"directors and meetings expenses - $158,943". Expect this number to jump with the Chairman "converting " to an independent.

Ned (acting CEO) can perhaps clarify all this.
 

DomainNames

Top Contributor
Compare the 2 domain name Administration bodies

Australia auDA
  • No public easy to find published information on Board Compensation
  • https://www.auda.org.au/about-auda/our-org/board
  • Population 24,473,458
  • Domains registered 3,123,366
  • Less members than CIRA
  • No free auDA membership
  • Most Board meeting agendas, minutes and resolutions censored or deleted off the auDA website
  • No online public forum for board elections or candidate statements
  • No website public posted jobs or tenders
Canada CIRA
  • Transparent and accountable easy to find public published information on Board Compensation
  • https://cira.ca/about-cira/board-and-governance/board-compensation
  • Population 36,594,341
  • Domains registered 2,615,613
  • More members than auDA
  • Free CIRA membership
  • All Board agenda's, minutes & resolutions public on the website
  • Public online forum for board elections and candidate statements
  • Public website posted jobs and tenders
 

DomainNames

Top Contributor
Australia auDA - does not run the .au wholesale registry.
Canada CIRA- also has the extra costs and extra admin role of running the .ca wholesale registry which they have done since 2000.
 

snoopy

Top Contributor
"directors and meetings expenses - $158,943".

Looking at this again I'd say that figure is just for expenses, not directors payments. Working out all the money going to directors would need a lot of piecing together.

This non disclosure is against "ASX good governance principles" that AUDA use where it suits them (e.g. as an excuse for hiding board minutes).

Recommendation 8.2

A listed entity should separately disclose
its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.

http://www.asx.com.au/documents/asx-compliance/cgc-principles-and-recommendations-3rd-edn.pdf
 

snoopy

Top Contributor
Just example form the latest newsletter,

This included guidance and benchmarking against accepted best practice by organisations including the Australian Stock Exchange (ASX), the Australian Charities and Not for Profits Commission (ACNC) and the Australian Institute of Company Directors (AICD). Publishing of Board agendas and minutes are not collectively accepted as best practice, or effective engagement or communication methods with members and stakeholders amongst these peak bodies.

AUDA will simply use "best practices" where they have some agenda (such as removing minutes) whilst ignoring best practices in relation to transparency issues such as disclosing director remuneration.
 

DomainNames

Top Contributor
I think with "fringe benefits" you could probably close to "double that figure". ;)
Plus didn't he get payments from ICAAN also? Not bad to get 2 incomes coming in from both ICAAN and auDA?

Where is the old auDA CEO now?
https://icannwiki.org/ICANN_Board
"Issues of Transparency
There is a constant tension between keeping ICANN Board decisions and meetings transparent to all stakeholders and holding private discussions related to staffing information and publicly detrimental issues."

A number of important recommendations were made, perhaps most notably on the issue of transparency it found that:

"Commencing immediately, the Board should promptly publish all appropriate materials related to decision making processes – including preliminary announcements, briefing materials provided by staff and others, detailed Minutes, and where submitted, individual Directors’ statements relating to significant decisions. The redaction of materials should be kept to a minimum, limited to discussion of existing or threatened litigation, and staff issues such as appointments".[13]

https://www.thedomains.com/2013/11/...n-in-compensations-reimbursements-in-fy-2013/


ICANN PAYMENTS Chris Disspain
$67,752.70 $10,088.50 $0.00 $77,841.20


Board member Reimbursement To Directors Payments Behalf of Directors Compensation Totals
Sebastien Bachollet $17,731.62 $54,735.72 $40,000.08 $112,467.42
Cherine Chalaby $0.00 $73,963.86 $69,023.01 $142,986.87
Steve Crocker $108,940.47 $17,883.38 $75,000.00 $201,823.85
Francisco da Silva $2,555.96 $13,108.88 $0.00 $15,664.84
Bertrand de La Chapelle $2,331.93 $41,927.63 $35,000.04 $79,259.60
Chris Disspain $67,752.70 $10,088.50 $0.00 $77,841.20
Heather Dryden $0.00 $58,654.44 $0.00 $58,654.44
William Graham $52,743.73 $9,738.78 $38,508.13 $100,990.64
Erika Mann $13,995.88 $48,716.39 $62,520.61 $125,232.88
Olga Madruga-Forti $3,001.57 $56,035.15 $22,352.17 $81,388.89
Ram Mohan $30,073.11 $7,834.65 $0.00 $37,907.76
Thomas Narten $0.00 $13,187.43 $0.00 $13,187.43
Gonzalo Navarro $1,246.66 $57,963.40 $36,491.99 $95,702.05
Raymond A. Plzak $3,821.46 $68,585.26 $36,666.74 $109,073.46
Rajasekhar Ramaraj $15,181.68 $3,404.00 $0.00 $18,585.68
Thomas Roessler $10,411.37 $10,533.80 $0.00 $20,945.17
George Sadowsky $58,343.26 $16,761.20 $40,174.79 $115,279.25
Mike Silber $4,591.77 $49,329.88 $40,000.08 $93,921.73
Jonne Soininen $0.00 $10,322.70 $0.00 $10,322.70
Bruce Tonkin $0.00 $76,768.52 $0.00 $76,768.52
Judith Duavit Vazquez $19,712.20 $8,484.20 $0.00 $28,196.40
Suzanne Woolf $628.90 $22,661.97 $0.00 $23,290.87
Kuo-Wei Wu $39,152.17 $5,880.93 $36,666.74 $81,699.84
Grand Total $452,216.44 $736,570.63 $532,404.38 $1,721,191.45


 

DomainNames

Top Contributor
auDA is supposed to be a "NOT FOR PROFIT" ....
It appears many people working at auDA, on the auDA Board or as suppliers to it have made a great deal of profits from it.

 

DomainNames

Top Contributor
Not for Profit does not mean "work for free"

Not for profit does not mean blow all the income so there are no profits left.

It certainly makes no sense that people have in the past made over $500,000 a year on the auDA payroll, traveled first class plus drew an Icann extra $100,000 a year on top ( Plus expenses).

Some positives I do not think the new auDA CEO is traveling first class like his predecessor did.
 

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