Why auDA Lost The Vote

Two weeks ago, the auDA AGM was held in Sydney. I attended this in person – as I have done for the previous five AGM’s.

Part of the agenda was a special resolution that needed voting on (see below). This was not approved – and I can tell you that the auDA Chairman was visibly surprised by this negative result. But in my opinion he shouldn’t have been.

This was the special resolution:

Agenda Item 6- Special resolution to adjust Clause 18.2(d) of the Constitution
As recommended by the Cameron Ralph report on the governance of auDA which was adopted by the Board of auDA on 10 October 2016, it is proposed to amend clause 18.2(d) of the Constitution to increase the number of Independent Directors permissible on the Board from three to four. This will allow for an expanded mix of skills and diversity on the Board, and improve adherence to good governance principles. The amended clause is below and a marked-up version of the proposed amendment to the Constitution is available here.

To get a special resolution passed, there is a fairly high bar to jump. This is what the Constitution says (bolding is mine):

16.2 Resolutions
Any resolution of Members will not be taken to be carried whether if the requisite majority comprises the following:
a. in the case of an ordinary resolution of Members, there is an affirmative vote in each and every class of Members of more than 50% of Members present and entitled to vote (in person or by authorised representative or proxy);
b. in the case of a special resolution of Members, there is an affirmative vote in each and every class of Members of more than 75% of Members present and entitled to vote (in person or by authorised representative or proxy);
(Amended by Special Resolution, 14 August 2006)

The voting result was as follows:

• Supply Class – 92% in favour

• Demand Class – 64% in favour (did not reach 75% threshold)

The resolution was thus defeated.

So Why Did This Happen?

In my opinion, there were three main factors why Demand Class Members voted this down. These were:

Lack of communication and transparency by the auDA Board – mixed with a touch of arrogance.

I speak from personal experience, because I voted against it (as therefore did all my proxies). And I was obviously not Robinson Crusoe in this regard.

This result therefore shouldn’t have been any surprise to the Chairman; Deputy Chairman and CEO. They are all “political beasts”.  That is not meant as a derogatory reference – it simply outlines their political experience and awareness.

If you take the voters / members for granted; and you don’t sell the case properly; don’t expect to get your agenda passed.

As I’ve written constantly on this blog, there has been a total lack of communication (to members) by the auDA Board on the Cameron Ralph Report (and the recommendations thereof). Not to mention many other things. E.g. The sudden move to have Stuart Benjamin resign as a Demand Class Director and Chairman, and then be contemporaneously appointed an Independent Director (and reappointed as Chairman) was seen as “sneaky” by some. Particularly as it was done only a couple weeks before the AGM. I wrote this just one month ago:

“My sources tell me that he is to become an Independent Director. I’m not sure whether this has been ratified as yet, but no doubt members will be informed when the “powers that be” deem it necessary. ????

The “unhappy face” denotes my attitude towards another specific example of lack of communication with members. As there is an AGM and election taking place in just over 2 weeks, it was (and is) incumbent upon the auDA Board and management to have already advised members of such a significant change.”

Conclusion

I’m not against more Independent Directors; in fact, I think this is a good thing. I also think the Chairman should be an Independent Director.

But don’t try and ram it down my throat without consultation. And please don’t treat me as a mushroom.

Any politician worth their salt knows that you need to take your voters with you if you want to get changes through. Sell your case – don’t just assume that “legislation” will pass. Otherwise, you might just encounter a “protest vote”.

The auDA Board is meeting today – I hope they read this article.

Ned O’Meara – 12th December 2016

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