Hi Lu
Your email is based on a number of wrong assumptions which we would like to clarify to avoid creating unnecessary and unwarranted concern in the community and among APNIC’s Members. Please note that this email is not legal advice and should not be treated as such. The APNIC Executive Council are ‘directors’ and have legal status under Australian law. The APNIC Executive Council are already classified as directors under Australian law whether they are formally appointed or not (see section 9 of the Corporations Act 2001 (Cth)). As such, they are bound by the same duties and obligations as formally appointed directors. The penalties that apply under Australian law for breaching those duties and obligations are also the same for the APNIC Executive Council as if they were formally appointed directors. All Executive Council members are provided guidance on how to fulfil their duties as directors of the organisation. As you would also already be aware, nominees for the Executive Council are also provided with a link to the Roles and Obligations of the APNIC EC (https://www.apnic.net/about-apnic/organization/structure/apnic-executive-council/EC-roles-and-obligations/) prior to accepting their nomination which explains they are officers (which includes directors) of the organisation and their duties. Having the Executive Council members formally appointed as directors would not have any direct impact on the governance of APNIC as the Executive Council already fulfils its duties in this way, as they are required to do by law. We note your email mentions “gaps in good governance” and that APNIC requires a “totally new governance structure”. The existing structure has been in place for over 25 years and the feedback from APNIC Members during that period has been consistently very positive. You can see the results of the 2022 APNIC Survey on Governance in which transparency, responsiveness, and respect all score very highly among APNIC Members (see page 34 - https://www.apnic.net/wp-content/uploads/2022/09/APNIC_2022_Member-Survey_Report_FINAL.pdf). As a mark of good governance practices, we are always looking for ways to improve. Work has been underway since 2021 on a comprehensive governance review, which has been noted in the minutes of each of the Executive Council meetings throughout 2022 (see - https://www.apnic.net/about-apnic/organization/structure/apnic-executive-council/ec-minutes/). We hope this has clarified the inaccurate descriptions of the current structure of APNIC. Kind regards Jeremy Jeremy Harrison Senior Legal Counsel, APNIC e: <mailto:[email protected]> [email protected] p: +61 7 3858 3194 <https://www.apnic.net/> www.apnic.net From: Lu Heng <[email protected]> Sent: Tuesday, 24 January 2023 8:55 PM To: APNIC TALK <[email protected]> Subject: [apnic-talk] Restructing APNIC Dear Colleagues: The chat that happened recently raises important issues. It’s quite clear there are gaps in good governance for APNIC that urgently need resolving. There are a number of ways this can be done. But in the first instance, it is absolutely essential that the existing APNIC board are given legal status in Australia and appointed as legally recognised directors of APNIC. As things stand, the APNIC EC have limited legal status in Australia and this needs to be amended. I have spoken to a to a specialist lawyer who has advised that there are some legal solutions available to APNIC to provide a level of legal guarantees for the organisation and recognise the status of the EC. These have always been open to APNIC and it is surprising they haven’t been adopted in the past 20 years. Im happy to speak with APNIC directly so they can consider it. This issue also raises some broader points about the need for a totally new governance structure for APNIC which I will raise elsewhere as this isn’t the appropriate place. But it is right that this issue has been highlighted and thank the community members for raising it. -- -- Kind regards. Lu Heng
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