Page 9 - CEnet Governance Roadmap

The establishment of a project resourcing budget and the engagement of external consulting services
The establishment of a project resourcing budget and the engagement of external consulting services will be subject to board approval following recommendations received from the Governance
will be subject to board approval following recommendations received from the Governance
Committee. Committee.
Governance Roadmap
4. Implementation objectives 4. Implementation objectives
OBJECTIVE 1: OBJECTIVE 1:
Transition the existing board structure to a hybrid
Transition the existing board structure to a hybrid representative / skills-based board with an
representative / skills-based board with an independent chair.
independent chair.
Priority - Tier 1 Priority - Tier 1
Completion date: Co3m1pDletcio2n0d2a0te: 31 Dec 2020
EG Review
EG Review Recommendation
Recommendation
REC #7: Model C, a representative/skills-based board, is our recommended REC #7: Model C, a representative/skills-based board, is our recommended
option. It balances the governance requirements of CEnet into the future with
option. It balances the governance requirements of CEnet into the future with the need to retain the voice of members.
the need to retain the voice of members.
REC #10: That the potential payment of directors be kept under review should Governance Roadmap
REC #10: That the potential payment of directors be kept under review should the members change the structure of the board’s composition to include
the members change the structure of the board’s composition to include independent directors.
Matter for
Existing board
Yes
Approach to composition to be determined.
Members
Yes
Member consultation required to change the constitution and appointment of new directors.
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New board
No
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Constitution
Yes
Existing constitution is based on a representative model.
Background
Effective Governance assessed four models for the composition of the board. Model C, a hybrid representative / skills-based board model was recommended as it addresses many of the concerns of CEnet stakeholders while not representing as radical a change as a fully skills-based board.
Key decisions are required around the selection of representative directors and skills-based directors. An independent chair has also been proposed. A change in board model will require a change to the constitution.
If independent directors are introduced the question of remuneration will also require attention. Effective Governance suggests in the first instance, given the company’s relatively small size, director remuneration is not required or desirable. The constitution would require to be changed to permit the payment of independent directors.
Key actions required
1.1 Agree new board composition structure.
1.2 Complete documentation (board charter, governance policies).
1.3 General meeting of members (constitutional changes).
1.4 Skills assessment / criteria for directors.
1.5 Recruitment process.
1.6 Member approval for appointment of new directors.
1.7 Establish new board.
independent directors.
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