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Minutes of the Meeting of the CIRA Board of Directors held at CIRA Offices in Ottawa, on September 24, 2019 at 9:00 a.m. ET

Directors attending: Alex Beraskow, Ryan Black, Don Bowman, Andrew Escobar, Matthew Gamble, Jill Kowalchuk, Rowena Liang, Tyson Macaulay, Louise Macdonald, Helen McDonald, Bill Sandiford, Rob Villeneuve

Advisors: John Demco, Byron Holland, Pamela Miller 

Corporate Secretary: Brigitte LeBlanc-Lapointe

Guests: Sanita Alias, Steven Barry, Albert Chang, David Fowler, Andrew Fraser, Paul Havey, Maureen James, Jacques Latour, Tanya O’Callaghan

Recording Secretary: Lynn Gravel

1. In-Camera Session                      

The Board of Directors held an in camera session.

S. Alias, S. Barry, A. Chang, D. Fowler, A. Fraser, L. Gravel, P. Havey, B. Holland and J. Latour joined the meeting.

2. Approval of Agenda           

It was moved by M. Gamble and seconded by T. Macaulay, that the agenda be approved as presented.        

3. Chair’s Remarks

The Chair did not have any remarks.             

4. Consent Agenda

The Chair called for any items to be removed from the consent agenda for discussion.

  • Approval of the Revised Draft Minutes of the June 13, 2019 Board of Directors Meeting
  • Approval of the Draft Minutes of the July 24, 2019 Board of Directors Meeting
  • Approval of the Draft Minutes of the September 10, 2019 Board of Directors Meeting
  • Report on Statutory Obligations
  • Unaudited Q1-FY20 Financial Results
  • Report from the Community Investment Committee

It was therefore resolved that all items on the consent agenda be approved.

(Moved: M. Gamble, seconded: R. Black, unanimously carried)

5. Management Report          

Staff provided an update on the current state of the domain business and responded to various questions.  As highlighted at the June board meeting, it was noted that the domain name market is showing a material decline in growth rates globally. The decline in growth had been predicted not just for .CA but also for other TLDs. There has been a dramatic slope change in the last year, median growth of the top 300 largest TLDs as of July 2019 was 3.1%, down from 5.6% a year earlier. Staff noted that the two primary reasons for this market decline are the ongoing maturation of the domain business and the decline in the growth rates in new gTLDs. Staff observed that the DIY platforms, e.g. Squarespace, are both a challenge and opportunity going forward. Staff noted that these shifts in the market are influencing factors in developing the new strategic plan.  There was also discussion of the role of shifting demographics in the growth rate decline, methods to assess performance and marketing strategy.

Staff discussed CIRA’s privacy practices for registrants vis-à-vis the domain name industry and any applicable privacy regimes in Canada, and around the world, as well as responded to various questions.

Staff noted that CIRA amended its Privacy Policy in 2008 to provide privacy to individual registrants in the WHOIS. It was further noted that CIRA’s Privacy Policy is also compliant with the European General Data Protection Regulation (GDPR). As the GDPR becomes the gold standard for privacy, and as ICANN implements various changes to the WHOIS for gTLDs, CIRA has the opportunity to determine whether it can make any further changes to its privacy practices for registrants to be ahead in the industry and whether CIRA itself should set the standard in the industry.  There was discussion regarding disclosure requests and the increase in abuse since the GDPR. There was overall interest in reviewing the privacy policy in the next strategic plan period.

S. Barry, D. Fowler, and J. Latour withdrew from the meeting.

6. Committee Reports  

6.1 Report from the Finance, Audit, Investment and Risk Management Committee

The Chair of the Committee reported that the Committee had not met since the last board meeting. At a meeting later this fall, the Committee will examine a framework to assess whether to recommend engaging a new audit partner for the next fiscal year.

6.2 Report from the Market Strategy Committee

The Chair of the Committee reported that the Committee had met recently to discuss routine matters. Staff had reported on the new market opportunities, including providing Fury to a new customer and generally providing Anycast DNS services since a competitor had recently exited the business. The Chair also reported on the launch of the cyber awareness training to CIRA’s existing D-Zone customer base, which opened several opportunities.  The launch of the IPT partnership with ISED in August collected a broad range of connection data and written feedback on the quality of service.

The Committee had the opportunity to review the Canadian Shield new product filter. Staff presented the service requirements and risk assessment. Overall the Committee was satisfied with the new product, but wanted to explore other risks such as data privacy and protection. Staff will be providing a privacy policy for the Committee’s review.

There was further discussion on the Cyber Awareness Training. Overall the Board agreed with the direction and ultimate purpose but wanted an appropriate revenue model. The Committee will create a set of metrics to provide appropriate guardrails for staff to measure the performance and impact of the various products and services.  

D. Chiswell and A. Fraser withdrew from the meeting.

6.3 Report from Governance Committee

The Chair of the Committee reported that the Committee had met on August 29, 2019.

The Committee reviewed the key observations and recommendations from the results of the 2018-2019 Board Effectiveness Survey. The Committee agreed that the following items would be added for consideration in the workplan for next year: requirement for committee chairs to provide written reports at each board meeting; review of the committee chair and member selection process; and the merits of an automated survey of director satisfaction after each meeting. It was noted that once the new Strategic Plan is in place, the Committee will look at the terms of reference for all the committees. 

The Committee also reviewed the recommendations that had been proposed by the Nomination Committee. The Committee agreed with the recommendations to form the Nomination Committee earlier, and to schedule an orientation session, likely through a webinar or video conference, between new members of the Nomination Committee and the CEO to explain what CIRA does.

There was also a recommendation requesting peer reviews of incumbent Directors.  The Committee agreed to add this item to the workplan for further discussion. The Board discussed the diversity of candidates and the impact thereon by the process and outreach efforts.  The Governance Committee gives direction to the Nomination Committee in respect of the particular factors and competencies it wishes to have represented, including diversity and financial sophistication.  It was noted that staff conducts a full media outreach, advertising and direct drive to all members having regard to those factors.  It was agreed that the Committee would re-evaluate the outreach process.

The Committee also noted that staff was examining the question of conducting reference and background checks for the short-listed potential slate candidates as well as the possibility of providing compensation for the Nomination Committee members.

The Chair of the Committee presented the latest version of the Board Charter and seeking approval from the Board thereof.

It was resolved that the Board of Directors approve the Board Charter as presented.

(Moved: H. McDonald, seconded: L. Macdonald, unanimously carried)

There was also discussion regarding the Board retreat in October. The content and desired outcomes will be circulated in advance thereof.

D. Fowler, M. James and T. O’Callaghan joined the meeting.

7. Community Investment Program Strategy

The Co-Chair of the Committee noted that a number of meetings were held over the last several months and reported on the overall program status.  These meetings included a review of last year’s program, idea generation and discussion on the potential paths forward.  The Co-Chair of the Committee reported on progress with the proposed FY 21-25 Community Investment Program (“CIP”) Strategic Plan and FY 21-22 Execution Plan.  The CIP Strategic Plan provides high-level direction for the Execution Plan and details the CIP’s vision, mission, guiding principles, goals, and governance.  The Execution Plan sets out the execution plan by leveraging such direction, and details the Committee’s objectives, the strategies behind such objectives, as well as how the program will be measured and reported.

The Co-Chair of the Committee presented the following high-level changes in the proposed Community Investment Program plans: (1) consolidating grants and management-led initiatives into one program, (2) adopting a unifying strategy for such initiatives, (3) clearly articulating the four objectives of the program, (4) prioritizing students (K-12 and post-secondary) and the northern, rural and First Nations communities as stakeholders, and (5) aligning four areas of funding with objectives - infrastructure, digital literacy, cybersecurity, and community leadership.

The Co-Chair of the Committee then provided an outline of the CIP Strategic Plan followed by an overview of the two-year FY21-22 Execution Plan.  There was discussion on the funding model, and it was agreed that the funding levels would continue to be set at a minimum of 5% of CIRA’s revenue and reviewed annually as part of the annual Operating Plan.

The results measurement metrics would be incorporated into the CIP at two levels: program metrics and execution metrics. There was discussion on the infrastructure objective, whereby CIRA supports the development of the internet's technical ecosystem.  It was agreed that CIRA would consult with Innovation, Science and Economic Development to minimize duplication of funding and efforts. 

The Committee expected to report to the Board at the November Board meeting with a revised version of the CIP Strategy Plan and Execution Plan for approval.

M. James withdrew from the meeting.

S. Barry, D. Chiswell, A. Fraser and J. Latour joined the meeting.

8. Strategic Planning Update                    

Staff thanked the Board for providing feedback on the latest version of the Strategic Plan.  The draft Strategic Plan presented is based on twelve (12) months of research, discussion and ideation from staff and the Board. A few themes emerged from the feedback, as well as some individual comments.  In summary, there was general support for the direction of the strategy, as well as the vision, mission and goals and the strategic pillars were the right ones for executing the strategy.

There was general discussion on the various comments, mostly around the vision, mission, and objectives.  Staff will aggregate the feedback and reflect such feedback in the next version of the Strategic Plan.  The Board will then have two more opportunities to provide feedback before being asked to approve the Strategic Plan at the November Board meeting.

T. O’Callaghan withdrew from the meeting.

9. Other Business         

On behalf of the Board and staff, the Chair thanked Alex Beraskow, Rowena Liang, Louise Macdonald and Rob Villeneuve for their time and effort to the organization as directors and members of various committees throughout their term.  The Chair also thanked Pamela Miller for her contribution as advisor to the Board.

10. Next Meeting

The next meeting of the Board is scheduled on November 21, 2019.

S. Alias, S. Barry, A. Chang, D. Fowler, A. Fraser, L. Gravel, P. Havey, B. Holland, and J. Latour withdrew from the meeting.

11. In-Camera Session

The Board of Directors held an in camera session.   

12. Adjournment

There being no further business, on motion by A. Escobar and seconded by J. Kowalchuk, the meeting was concluded at 5:16 p.m.