Domain Name Commission Limited Board Meeting – 26 April 2018
Minutes: – DNCL Board Meeting 12pm, 26 April 2018
Present: Jordan Carter (Chair), Adam Hunt, Lucy Elwood
In Attendance: Brent Carey and Maria Reyes
1. Register of Interests
No conflicts were noted for this meeting. The Register of Interests was updated.
AP: Jordan to provide his declaration of interests to be included in the register and Commissioner to update and remove outgoing Directors for DNCL on the Companies Office site.
2. Minutes of the Last Meeting
The minutes of the last DNCL Board meeting were accepted as true and accurate with one minor amendment.
The Board also added that acknowledgement and thanks be given to Dave Moskovitz, outgoing DNCL Director, for his contribution to the Board which should have been captured in the Minutes of the previous meeting.
3. Chair Updates
Jordan gave a brief update on his focus areas which includes the policy framework, group culture, work plan around the merger as well as completion of the recruitment for the Org Services Director and Commercial Director.
For future meetings, the Board agreed that the Chair can provide a verbal update unless there are topics that are quite substantial and require more details provided to the Board.
4. Operations Update - Commissioner
Brent noted that the 2018/2019 budget ended up being $50,439 in deficit. This was because of costs associated with DNCL’s restructure and sponsorship for the Internet and Jurisdiction Policy Research project.
Brent noted that effective 30 April the DNC would be moving to a new structure to help the DNCL deliver on its core functions of dispute management and compliance. There would be a new Manager, Complaints and Compliance role and a new Enquiry Officer role.The roles of Office Manager and Communications Advisor had been disestablished.
He also updated the Board on implementation plans for technical changes to the WHOIS Port43 protocol and the RAG election as well as the priorities that the DNC team are working on.
The Board also were shown collateral containing the new brand identity refresh which is being rolled out in late April 2018.
5. Interim Policy Changes – Org Review
As part of DNCL’s response to the organisational review of the InternetNZ group of companies it was necessary to make a number of cosmetic and administrative changes to the existing policies. These changes mostly were the replacement of NZRS with InternetNZ and changes to website and email addresses.
The .nz local internet community were provided with the opportunity to comment on the changes up until 26 March 2018.
The Commission did not receive any submissions on the proposed changes.
The Board therefore approved the recommendation that the DNCL make final the interim policies.
6. DNCL Reporting
The existing reports were noted and accepted. The rest of the discussion on reporting focused on the number and level of external and internal reports.
The DNCL produces market reports and statistics and these reports are to continue under the new structure. These type of reports are contained on the DNCL’s website under statistics and are referred to in the monthly DNCL newsletter.
These reports will continue to be provided but reviewed for their presentation and thought given to providing more of a narrative/analysis of what the figures show in the reports.
Service level reporting about service quality and outages will now be available from InternetNZ’s website. This reporting will be available on the same basis as that which has been previously included in the DNL’s newsletter; i.e. the month’s performance will be reported on at the end of the following month.
Governance reporting to InternetNZ as DNCL’s shareholder will continue to be provided on a quarterly basis, with the nature of the contents of that report being reviewed in light of the organisational restructure.
The key report by the DNCL each year will continue to be the annual report incorporating the annual financial statements (as required under the Companies Act). The Board noted that this year for the first time the DNCL will be producing a publicly available digital annual report.
The Board have agreed to adopt the Commissioner’s proposed template for operational reporting on a quarterly basis. This report provides high-level summary details of key operational matters.
It was also agreed that the Board be provided with a quarterly financial report and outside this reporting timeframe for any other significant ad hoc updates be provided by way of email in between Board meetings.
8. New ways of working together / Board Reporting template
The Board have agreed to change the frequency of DNC reporting to quarterly (instead of monthly) so it coincides with the new scheduling for the Board meetings which will now occur quarterly as well.
It was also agreed that for the Board meetings, at least two meetings will be done in person (possibly the one held towards the end of the year) and the rest can be done remotely via video conferencing. With an optional additional meeting mid-year (i.e. September) where the Board might be invited to participate in the Council’s Strategy workshop.
The Board agreed to trial the same agenda format used by the Council, where the strategic items as well as those that require decisions are placed towards the beginning of the agenda and the consent or normal business items are placed towards the end. They are also willing to trial the use of Diligent Boardbooks (a digital Board papers application) instead of having printed copies of the Board papers available.
If not on Boardbooks, all Board members are happy to receive electronic copies of the Board papers. No printed copies will be produced by DNCL for future meetings.
The rest of this discussion was about how the Board and Commissioner will work together.
9. DNCL Q1/Q2 Work Plan
It was noted that this work plan is a snapshot of the ongoing work for DNCL. After a brief discussion the Board agreed to the suggestion that updates to the work plan can be included in the Domain Name Commissioner’s quarterly report.
10. Audit and Risk matters
There were no major incidents reported.
11. Health and Safety update
The Health and Safety summary report for the period of February to April 2018 was taken as read.
A point was also raised regarding having the conversation with InternetNZ regarding a joint PCBU.
Jordan added that he can also share the legal advice received by InternetNZ regarding the InternetNZ Group’s Health & Safety obligations and liability for reference.
12. Dates of Future Meetings
The next Board meeting will be on 15 June 2018.
13. Meeting Closed
The Chair closed the meeting at 2:39 pm.