Updating APNIC’s governance structure

By on 12 Jul 2023

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The APNIC Executive Council (EC) is today announcing several improvements to APNIC’s governance structure and important updates to allow Members to practically amend and improve the APNIC By-laws.

The governance changes will remove the burden on the Director General as sole Director and shareholder of APNIC Pty Ltd, and appoint all members of the EC as Directors of the company.  A corporate trustee has been established to hold the single share in APNIC Pty Ltd, with the APNIC EC to be appointed as Directors and members of that company.

These changes are the final result of the review of APNIC’s governance that began in 2021. In this post I will explain the changes and what they mean. At the same time an update to the APNIC By-laws has also been made, as I announced in this article.

Why is APNIC changing its governance structure?

The prior governance structure served APNIC well for more than 25 years and it was deemed to be legally sound. However, the structure was somewhat unusual, and the EC was aware it could be misunderstood or misrepresented, particularly in recent years. 

To ensure that misconceptions of APNIC’s governance structure would not become an ongoing problem, APNIC’s legal staff were tasked in 2021 with identifying possible improvements. As a result, the EC resolved at its December 2022 and May 2023 meetings to make these changes.

What is changing?

Under APNIC’s structure, the APNIC membership exists as a “Special Committee” of the company APNIC Pty Ltd. This committee is governed by the APNIC By-laws, under which Members elect the EC to represent them, with all the powers of Directors of the company.

Until now, the EC has chosen the Director General to act as trustee of the share in APNIC Pty Ltd, bound by a legal trust agreement.  This meant the Director General was listed as the legal owner of the share but could not do anything with it without the approval of the EC.

Figure 1: Previous structure

A new not-for-profit company, APNIC EC Limited, has been established to hold the share in APNIC Pty Ltd, on trust for the APNIC EC. Consistent with the previous arrangement, nothing can be done with the share without the approval of the EC. Under this new arrangement, EC members will be the Directors and members of APNIC EC Limited. 

The members of the EC will also be formally appointed as Directors of APNIC Pty Ltd.  

Figure 2: New structure

The Director General role will therefore no longer be the sole Director, or the trustee of the share, in APNIC Pty Ltd, and instead the EC will assume those roles as Directors of the corporate trustee, APNIC EC Limited.

Will anything change in the way APNIC operates?

There will be no change to the operations of APNIC as a result of these governance updates. APNIC remains controlled by its Members and the EC, and Paul Wilson remains the Director General of APNIC.

This reflects what already happens in practice:

  • The APNIC Members decide who is elected to the APNIC EC.
  • The EC sits as the Board of the relevant companies, APNIC Pty Ltd and APNIC EC Limited.
  • The EC are fully accountable to APNIC Members as elected representatives.

If you have any questions or concerns about these changes, I encourage you to attend one of the two upcoming online community consultation sessions that will cover today’s announcements. The EC will be available to answer Member questions and receive your feedback. More information on the online sessions and how to register is available here.

Finally, on behalf of the EC, I would like to thank APNIC’s Director General, Paul Wilson, for his service in acting as the trustee of the share in APNIC. This has been an additional role he was asked to assume with no additional compensation, but which came with strict legal obligations that he has executed faithfully on behalf of the EC for 25 years. 

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The views expressed by the authors of this blog are their own and do not necessarily reflect the views of APNIC. Please note a Code of Conduct applies to this blog.

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