MINUTES of the Annual General Meeting of the members of the Canadian Internet Registration Authority (“CIRA”) held via interactive webcast on September 23, 2020 at 1:45 p.m. ET
1. Call to Order and Approval of the Agenda: Helen McDonald, the Chair of CIRA, called the meeting to order and acted as Chair of the meeting. Brigitte LeBlanc-Lapointe, the Corporate Secretary of CIRA, acted as Secretary of the meeting.
The Chair declared that in accordance with CIRA’s By-law No. 1, notice of the meeting had been duly given to all CIRA members in good standing, there was a quorum present, and the meeting was duly constituted for the transaction of business. There being no objections or changes, the agenda of the meeting posted on CIRA’s AGM meeting website on August 18, 2020 was approved.
2. Verification of the 2019 Annual General Meeting Minutes: There being no corrections nor additions to the minutes of the Annual General Meeting held September 25, 2019, the Chair noted that the minutes presented at the meeting stood as approved.
3. Report of the Board of Directors:
After introducing the members of the board, the Chair of the Board noted that the fiscal year ending March 31, 2020 was an important one for CIRA. It marked the end of the organization’s FY17-FY20 strategic plan, and the adoption of the new five-year strategic plan.
Overall, the board was satisfied with CIRA’s accomplishments with respect to the previous strategic plan. The board was also satisfied with performance in FY20 despite the onset of the global COVID-19 pandemic.
The Chair noted that the delivery of the new strategic plan was a shared objective of management and the board. The board believes it reflects a significant refinement of CIRA’s decision several years ago to build on our core mission of delivering .CA to Canadians while transforming CIRA into a multi-service, multi-product organization.
The Chair then discussed five key aspects of the new strategic plan from the board perspective:
First, clear performance targets will be set for all key activities, so that progress towards the achievement of the new plan can be tracked.
Second, CIRA has set firm targets for non-.CA revenue growth. By 2025, 20 to 25 per cent of CIRA revenues will be generated from its diversified cybersecurity, DNS, and registry services. Increased revenue diversification will be critical for long-term sustainability.
Third, there will be a sustained focus on reviewing and containing costs and increasing operational efficiencies. We want to ensure that every activity is worthy of the time and resources invested.
Fourth, the board has directed the integration of the various Community Investment activities under a single strategy in support of a resilient, trusted and secure Internet for all Canadians.
Community Investment activities include the $1.25 million in annual grants, support for Canadian internet exchange points, free services like Canadian Shield and the Internet Performance Test, and the Canadian Internet Governance Forum. Direct expenditures on these activities represent 5% to 7% of CIRA revenues, in addition to the significant amount of related staff time.
The board believes that the impact of these public good activities will be enhanced if collectively refocused on four pillars: community leadership, cybersecurity, digital literacy, and infrastructure. Priority will be given to projects that benefit Indigenous, rural and Northern communities, and students. Allowances were made for larger projects, and strategic partnerships are encouraged to further enhance our impact.
Fifth, the adoption of a new strategic plan also means that the board and management must update their mutual understanding of what risks are acceptable. New financial sustainability management measures and tools are being implemented. The board has updated its committee structure to better oversee the stable, efficient, and secure provision of CIRA’s underlying infrastructure.
The Chair noted that the new strategic plan is evolutionary, building on past successes and continued trends in CIRA’s environment. CIRA’s progress will be reviewed every year, and there will be a thorough midway checkpoint to assess pace and validity of the strategic goals.
The board believes that CIRA is on a sound footing. No longer just the home of .CA, CIRA is transforming into a multi-product organization with diverse sources of revenue. CIRA is ready for the change that lies ahead.
On behalf of the board, the Chair thanked CIRA staff and the senior leadership team for their hard work over the past fiscal year. The board was very grateful for the smooth transition to a virtual workspace.
The Chair also thanked CIRA’s members for their interest and participation in the organization’s governance throughout the year.
4. Report from the president and CEO:
Byron Holland, CIRA’s president and CEO, reported on the past year’s results. Despite slowing growth in the global domain industry, CIRA grew its total domains under management and continued to outperform many of its country code top-level domain counterparts. For the first time, CIRA also achieved nearly $2 million in revenue from its growing suite of cybersecurity, DNS, and registry services.
The president and CEO spoke about the future of CIRA. He noted that things have changed a lot since Sir Tim Berners-Lee first introduced the world wide web. From the early internet pioneers to the dot-com boom to the era of social media, the president and CEO noted that the internet has gone through a number of phases– and believes that 2020 has ushered in the start of a new one.
The COVID-19 pandemic has cast reliance on high quality, ubiquitous internet into sharp relief. It has also challenged many of the critical systems and institutions in society; cyberattacks, identity theft, and misinformation campaigns have been rampant in the early months of this global pandemic.
It’s easy to feel overwhelmed by these threats. But CIRA is confident that these challenges – and the growing concerns around privacy, data protection, and cybersecurity – can help strengthen the focus of the internet community, and help usher in the next phase of the web: an era defined by trust, security, and universal access. The president and CEO explained that CIRA has an important role to play in this evolution on all three fronts.
Several years ago, CIRA faced a critical strategic choice. Domain industry growth began slowing around the world. Cybersecurity threats began to increase exponentially. The president and CEO noted that the organization could accept the market challenges of the global domain industry, or adjust course and act on the opportunities before CIRA.
CIRA ultimately chose the latter path. The organization made a conscious choice to leverage its global DNS infrastructure and cybersecurity investments to embrace this change.
CIRA’s president and CEO then outlined what the next five years would look like for the organization. By 2025, here’s what he believes CIRA will accomplish:
- More Canadians than ever will have their online presence powered by a .CA domain. By 2025 CIRA expects to have well over 3 million domains under management.
- CIRA will boast a multi-service offering, with 20 to 25 per cent of its annual revenue coming from non-.CA services.
- CIRA will have channelled close to $10M into initiatives that strengthen Canada’s internet through its Community Investment Program.
- CIRA will have cemented its reputation as a leading-edge, inclusive workplace that employs top talent.
CIRA will first build on the foundation of .CA, ensuring a safe, stable, and secure .CA space remains the core of CIRA’s work. To put .CA domains in the hands of more Canadians, CIRA will continue to engage in focused, targeted marketing that keeps .CA top of mind when customers are ready to purchase.
Second, CIRA will continue to develop services that meet the needs of internet users. This means expanding its new service portfolio and customer base. Part of this will be regular releases to enhance our cybersecurity services, such as CIRA DNS Firewall and Anycast, with emphasis on furthering international growth of the latter. Another will be through the introduction of entirely new products, as CIRA did over the past fiscal year with our Canadian Shield and Cybersecurity Awareness Training services.
Third, CIRA has refocused its commitment to strengthening Canada’s Internet through its Community Investment Program, including the $1.25 million in annual granting initiative and other projects, such as the Canadian Internet Governance Forum, that help promote a trusted internet in Canada.
Fourth, and finally, CIRA will continue to build a high performance organization and its work to attract and retain a diversity of top talent.
The president and CEO said it was an exciting time to be at Canada’s internet organization and observed how the internet is a much different place than it was just five let alone ten years ago.
Along with all the good that the internet has brought, every day millions of users experience an internet filled with threats, misinformation and scams.
CIRA believes that a big part of fixing this, in Canada and globally, is providing users with trusted resources and platforms from neutral third parties.
Organizations like CIRA are in a unique position to fill this need, and help usher in an era of trusted, secure, and universal internet access. CIRA’s DNS expertise and track record as trusted stewards of a shared, public internet resource has put it in an excellent position to promote a more secure, trusted internet for Canadians.
The president and CEO remarked that CIRA’s Community Investment Program sets it apart as a leader in helping Canada achieve ubiquitous internet access. CIRA will continue to promote investments in infrastructure through its grants program and the data its Internet Performance Test provides.
The president and CEO pledged that CIRA will continue work to make Canada’s internet more resilient through a cross-country network of Internet Exchange Points. And CIRA will continue to push Canada to achieve its universal access internet targets ahead of the government’s 2030 deadline.
CIRA’s president and CEO concluded by saying that he was proud of the work everyone involved with CIRA has done over the past fiscal year, and was grateful for everyone’s contributions.
5. Summary of the Financial Statements for fiscal year ended March 31, 2020:
Andrew Escobar, the Chair of the board’s Finance, Audit, Investment and Risk Management Committee, presented the financial statements for the fiscal year ended March 31, 2020 and a copy of the Auditor’s Report thereon. The financial statements can be viewed on CIRA’s website at https://www.cira.ca/resources/corporate/report/fy20-financial-statements-and-disclosures
6. Appointment of Auditors: It was moved by Gerhard Mack, seconded by George Puccia, that KPMG be appointed as Auditors of CIRA, to hold office until the next Annual General Meeting, or until their successors are duly appointed, and that the Board of Directors be authorized to establish the remuneration of the Auditors. (for: 143, against: 3, abstain: 8, motion carried)
7. Questions from Members:
Questions from Members can be found at https://www.youtube.com/watch?v=ILQMo8b3kio.
8. Member Proposal
The Chair noted that the Member Proposal was submitted by member Alex Beraskow. The Member Proposal included four separate motions relating to the disclosure of the compensation of CIRA’s CEO; the compensation of CIRA’s senior leadership team; as well as the compensation of CIRA’s Directors. The Chair noted that CIRA’s board does not support the Proposal and encouraged the members to read their rebuttal.
The Chair also noted that each of the motions would be addressed separately. The Chair informed the members that CIRA’s governance framework specifies that this Member Proposal is only advisory, and was therefore not binding on CIRA or the board. However, the board will give careful consideration to whatever the members decide.
Member Proposal by member Alex Beraskow of Ottawa, Ontario:
WHEREAS when CIRA was established, the Government of Canada (through Industry Canada) stated in 1999:
- CIRA was to be a not-for-profit organization to administer the .CA domain space on behalf of Canadian users,
- The .CA domain space is a key public resource,
- CIRA policies should be consistent with the principles established by the Canadian government, and
- CIRA must conduct activities in an open and transparent manner that ensures wide public access to all relevant information following fair and sound business practices ensuring an appropriate balance of representation, accountability.
WHEREAS it is a matter of policy that all federal government agencies and Crown corporations must disclose the director’s compensation and the compensation of senior officers.
WHEREAS public corporations disclose the compensation of its executive officers – CEO as well as for the NEOs. NEOs include the next most highly paid executive officers of the corporation and its subsidiaries whose total compensation, individually, is more than $150,000.
WHEREAS Not For Profit organisations should follow whenever possible the best practices for a For-Profit organisation and not simply a minimal standard.
WHEREAS the “.CA” domain” is a “key public resource” which requires transparency and accountability for all executive and officer’s compensation.
WHEREAS CIRA has an obligation to follow best governance practices by providing full disclosure of such salaries and expenses.
Motion 1.
Be it resolved that:
CIRA should disclose CEO compensation – base salary, all bonuses, all benefits, including severance package terms – as set out in CIRA’s annual statements.
(Moved: Alex Beraskow, seconded: Jacob Baker-Kretzmar. For: 95, against: 87, abstain: 14, motion carried)
Motion 2.
Be it resolved that:
CIRA should disclose NEO compensation – base salary, all bonuses, all benefits, and including severance package – of all executives reporting to the CEO earning a total annual compensation greater than $150,000 as set out in CIRA’s annual statements.
(Moved: Alex Beraskow, seconded: Jacob Baker-Kretzmar. For: 88, against: 107, abstain: 13, motion defeated)
Motion 3.
Be it resolved that:
CIRA should disclose all Directors’ compensation as well as all expenses incurred, on a Director by Director basis, as well as the attendance record for board and committee meetings in CIRA’s annual statements.
(Moved: Alex Beraskow, seconded: Andrej Kalesoski. for: 80, against: 109, abstain: 18, motion defeated)
Motion 4.
Be it resolved that:
CIRA should provide an interim report on that compensation – CEO, NEO, Directors – for each of the past three (3) years, within a month.
(Moved: Alex Beraskow, seconded: Jacob Baker-Kretzmar, for: 36, against: 163, abstain: 10, motion defeated)
Questions and comments from Members on each motion can be found at https://www.youtube.com/watch?v=ILQMo8b3kio.
9. Adjournment
It was moved by Matthew Gamble and seconded by Rob Hall, that the meeting be concluded at 3:44 p.m. (for: 175, against: 6, abstain: 10, motion carried)
