Hi Kevin
APNIC is an open, membership-based organization led by the Executive Council which is elected by APNIC’s Members. To help explain how this works, we’ve set out below an outline of the current structure of APNIC. We would also encourage anyone interested in this topic to read about the history of APNIC in the following chapter from Kilnom Chon’s Asia History Project, published in 2013 - https://www.apnic.net/wp-content/uploads/2017/01/HistoryofAPNIC1993-2013v3.pdf. The specific details explaining the structure of APNIC and why it was chosen can be found from page 13 of that document. It is correct that APNIC Pty Ltd is a private company registered in Australia. However, the structure of APNIC was established prior to its incorporation in Australia which is best explained in the document linked above. APNIC (to which the Members belong) is a Special Committee of the Board of APNIC Pty Ltd. The Members of the Special Committee elect the Executive Council to represent them. The Executive Council has all the powers of the directors of the company under the APNIC By-laws (see section 30(c) of the By-laws here - https://www.apnic.net/about-apnic/corporate-documents/documents/corporate/by-laws/#partv). There is one share on issue in APNIC Pty Ltd. This share is held on trust for the Executive Council of APNIC, with the Executive Council choosing who holds the share as trustee. The share was originally held on trust by APNIC’s first Director General, David Conrad. When he resigned, the Executive Council decided to make his replacement as Director General, Paul Wilson, the trustee. Paul, as trustee, does not obtain any benefit from owning the share and cannot do anything with the share without the approval of the Executive Council. For anyone not familiar with the concept of a ‘trust’, it is a relationship where one person (the Trustee) holds property for the benefit of another (the Beneficiary). In the case of APNIC, the beneficiary of the one share in APNIC is the APNIC Executive Council (as the elected representatives of APNIC). The Trustee is listed as being the legal holder of the share, however the Executive Council is the beneficial owner – meaning that only the Executive Council can derive a benefit from the share. This means that the Trustee is the owner in name only and under the trust relationship established with the Executive Council, the Trustee cannot do anything with the share without the approval of the Executive Council. This relationship is noted with the Australian corporate regulator, ASIC (https://asic.gov.au/), which shows that Paul Wilson holds a legal interest in the share but does not hold a beneficial interest in the share. Because the share in APNIC Pty Ltd is held on trust for the Executive Council, the Executive Council also chooses who may be appointed as a director of APNIC Pty Ltd. At the present time there is one director and that person is also APNIC’s Director General – Paul Wilson. There is a requirement under Australian law for a private company to have at least one director who is resident in Australia, so this role is currently fulfilled by Paul. To summarize, the Executive Council decides who holds the share in APNIC Pty Ltd and who is appointed as a director of APNIC Pty Ltd. We hope this has helped clarify any misunderstandings about the structure of APNIC. Kind regards Jeremy Jeremy Harrison Senior Legal Counsel, APNIC From: Kevin Pham <iamkpha...@gmail.com> Sent: Wednesday, 18 January 2023 9:02 AM To: apnic-talk@lists.apnic.net Subject: [apnic-talk] APNIC dictatorship ??? Is it true that APNIC is actually a private company owned by one person? I heard that the executive committee actually has no legal status in Australia as APNIC only has one director, one company secretary and one shareholder - all of whom are the same person. Can someone explain if this is true and if it’s allowed?
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