Domain Name Commission Limited Board Minutes - February 2019
MINUTES
Domain Name Commission Limited
Board Meeting
27 February 2019, 3:30pm – 5:00pm
Present: Jordan Carter (Chair), Adam Hunt, Lucy Elwood
In Attendance: Brent Carey (Domain Name Commissioner ‘DNC’) Diane Robinson (minute taker)
1. Preliminaries
1.1 Board Only
1.2 Board and Commissioner Alone Time
The meeting was opened at 4:08pm and Brent Carey and Diane Robinson joined the meeting.
Register of Interests
Lucy advised that she is a Director of Unison Fibre Ltd and of Unison Networks Ltd
AP01/19: The Interest Register is to be updated with the above.
Strategic Focus
Proposed Strategic Transformation 2019-2021
The Board discussed the proposed Strategic Transformations 2019-2021 paper and asked for the vision to be removed and for the current goal to be changed and to be made the purpose for DNCL. It was agreed that the letter to shareholder should include the proposed strategy and budget.
RN01/19 THAT the Board adopts the Strategic Plan as amended and that the Plan should be sent to the shareholder.
All Board CARRIED U
AP02/19: DNC will reorder the work plan for DNCL to align with priorities in the Strategic Plan.
AP03/19: The Chair and Domain Name Commissioner (DNC) to discuss and develop performance objectives for the deliverables of the plan.
Financial Delegations
The financial delegations policy update was discussed, and the Board resolved as follows:
RN02/19: THAT the Board approved the financial delegations’ policy as drafted.
RN03/19: THAT the Board authorises the addition of Catherine Fenwick, Organisational Director, InternetNZ to be a bank account signatory for DNCL.
Block - All Board CARRIED U
EOY Forecast and 2019/20 Budget
The DNC provided an update on the EOY forecast and advised that he has been fiscally responsible, and DNCL is on (or slightly under budget). There were two extraordinary costs:
The staff restructure (two redundancies)
US Litigation
In terms of the 2019/20 budget the following new items were discussed:
Memberships costs for international organisations, as shown in previous DNCL budgets, would now be paid by InternetNZ.
Professional Development opportunities for the Manager, Complaints and Compliance to attend international events focused on domain name abuse reporting, compliance, regulatory and online dispute resolutions functions.
Compliance Strategy, work plan and operating model to be developed. There is a separate paper about this. Lucy commented that DNCL could consider talking with other organisations with whom they hold a good relationship with; that they might be willing to share information (operating models) and discuss the challenges.
Insurance costs incurred were related to the new InternetNZ Group insurance benefit provided to staff covering their life and income protection insurance.
Training Budget of 4% (based on the individual's salary) and its interaction with other parts of the budget. Recognition that training for staff was an important capability requirement and retention of staff strategy. The Board queried in relation to whether the training budget should cover a portion of the international travel costs. The 4% is consistent with the InternetNZ group wide policy.
RN04/19:THAT the Board note the end of financial year forecast, in particular the US litigation and staffing changes resulting from the group wide organisation restructure contributed to the end of financial year position.
RN05/19:THAT the Board approve the 2019/2020 budget.
RN06/19:THAT the Board agreed the DNC to formally advise InternetNZ of the level of management fee for 2019/20.
RN07/19:THAT the Board recommend to InternetNZ that a $0.5m transfer be made to restore DNCL's litigation contingency fund, noting that further funds may be needed during the 2019/20 year depending on the outcomes of ongoing litigation.
Block - All Board CARRIED U
AP04/19: DNC to prepare a letter for the company to write to InternetNZ on the above resolutions in time for the Council Meeting on 29 March 2019.
2.4 Compliance Strategy and Workplan
The DNC provided an update to the Board. The DNCL is developing a three-step compliance methodology with a third-party provided:
Develop the system – taking into account a risk-based assessment of the key compliance risks in the .nz domain name space.
Consider all stakeholders’ potential reaction to and buy in into the system.
The compliance strategy and workplan needs to be endorsed and supported by the Board and designed to promote business improvement.
The Board commented:
The Compliance Strategy is a good engagement and communications tool and will be very useful.
Liked the consultative approach taken.
Could we defer the compliance strategy / work plan to 2020? The Chair advised that there is a review of the .nz policy framework being undertaken and the compliance work could be done straight after the framework has been established, but that would mean a close to two year delay. Chair and DNC also noted that they have committed to have a different way of working for DNCL, and a fresh compliance strategy is part of this.
Four providers were approached for a quote for the work and only one quote was received. Given the timeframes and the reasonableness of the quote provided, the Commissioner will be onboarding Deloitte to assist with the Compliance Strategy.
RN08/19 THAT the Board note and agree the Commissioner’s approach to building a new Compliance Strategy.
All Board CARRIED U
2.5 Privacy Compliance Update
DNCL requires all .nz authorized Registrars to have implemented the Individual Registrant Privacy Option (IRPO) by 18 March 2019.
The DNC has drafted a new letter for the fourteen Registrars who are non-compliant advising them to deploy the new technical solution or else the DNCL may sanction them. If the solution isn’t in place by 10 March 2019 a separate letter will be sent to them outlining the proposed sanctions.
There are two Registrars who are in early discussion about voluntary de-authorisation for unrelated reasons. The DNC will meet to discuss further their privacy compliance plans prior to any de-authorisation.
The Commissioner is confident in the direction headed for full privacy compliance by the one-year anniversary for the introduction of IRPO.
The Board commented that if sanctions are issued, the way these are communicated operationally will be important, as will ensuring a good practice is in place for continuity of the service.
RN09/19: THAT the Board note the privacy compliance work being undertaken with the group Registrars who have failed to implement IRPO a year after it was a requirement.
RN10/19:THAT the Board strongly supports the Commissioner’s actions to bring all Registrars into compliance with the policy.
All Board CARRIED U
2.6 Independent Review
The Board briefly discussed the independent review, noting that it will require more time to read and digest the findings than has been available in the run up to this meeting.
RN11/19: THAT the Board received the draft review.
All Board CARRIED U
AP04/19:THAT the Board to send any matters for the Independent Reviewer to consider whether they are factually correct prior to release. The DNC will collate it and provide to the Independent Reviewer. Once the final report is received it will be released.
2.7 Dispute Resolutions Service Overview and Process Paper
Board members congratulated Brent for the quality of the draft paper and look forward to the feedback it will generate on how to improve dispute resolution services in .nz.
RN12/19:THAT the Board note the draft paper and the proposed high-level timeline for consultation and approaches. Subject to, any further changes from Board Members to be advised.
All Board CARRIED U
2.8 Domain Tools Update and Third-Party Action
RN13/19: Note the Domain Name Commission filed its appeal right of reply on 1 February 2019 and that the matter will be heard in June/July 2019.
RN14/19: Note that a third party has not replied to a cease and desist letter and the Board agreed to take it to the next stage.
All Board CARRIED U
3.0 Consent Items
RN15/19: THAT the minutes of 28 November 2018 are approved as true, with an amendment to the Interests Register to be corrected AP01/19.
RN16/19: THAT there was no Chair Update.
RN17/19: THAT there were no Audit and Risk Matters.
RN18/19: THAT the operations report be received.
RN19/19: THAT the Health and Safety report be received.
Block Consent - All Board CARRIED U
AP05/19: Future meeting dates to be arranged by Diane Robinson and the months proposed are July, Sept and November 2019.
The meeting closed at 5:33pm