Minutes of the Meeting of the CIRA Board of Directors held at via Webex on April 8, 2020 at 2:00 p.m. ET
Directors attending: Iris Almeida-Côté, Colleen Arnold, Ryan Black, Don Bowman, Andrew Escobar, Matthew Gamble, Jill Kowalchuk, Tyson Macaulay, Helen McDonald, Crystal Nett, Bill Sandiford, Rob Villeneuve
Advisors: Charles Noir, John Demco
Regrets: Byron Holland
Corporate Secretary: Brigitte LeBlanc-Lapointe
Recording Secretary: Lynn Gravel
Guests: Dave Chiswell, Rick Koeller
1. Approval of Agenda
It was moved by B. Sandiford and seconded by M. Gamble that the agenda be adopted as presented. (Motion unanimously carried)
2. Approval of the Draft Minutes of the February 20, 2020 Board of Directors’ meeting
It was moved by B. Sandiford and seconded by R. Black that the draft minutes of the February 20, 2020 Board of Directors’ meeting be approved as presented. (Motion unanimously carried)
3. Composition of the Nomination Committee
The Governance Committee held a meeting on March 26, 2020 to discuss and select the preferred candidates out of the 22 applications received for the Nomination Committee. The selection was based on various factors, including industry experience, not-for-profit or public sector work experience, , governance experience, diversity, gender, region representation and languages of the applicants.
The Governance Committee was therefore recommending that the CIRA Board of Directors appoint the following individuals to the Nomination Committee for a term of two (2) years, starting April 8, 2020: David Allnutt, Paul Andersen, Nancy Carter, Lindsay Sill and Bobby Singh.
(Moved: C. Arnold, seconded: B. Sandiford, abstaining: M. Gamble and J. Kowalchuk, motion unanimously carried)
4. Report from the Governance Committee
4.1 Letter to the Nomination Committee
The Chair of the Governance Committee and the Chair of the Board presented the draft letter addressed to the Nomination Committee outlining the assessment of the skills, competencies and personal characteristics that the Board and the Governance Committee believes are needed to fill anticipated gaps on the CIRA board through the 2020 election. The Chair of the Governance Committee noted that his term expires in 2020, and as such the Chair of the Board led the discussion on the draft letter. The Board agreed to proceed with the draft letter as presented.
4.2 Service Strategy Committee Terms of Reference
The Chair of the Service Strategy Committee noted that the terms of reference of the Committee were presented and reviewed by the Governance Committee at its last meeting. In summary the most fundamental change is that the committee now covers all of CIRA services, including the core .CA business and DNS functions, D-Zone Anycast, as well as Fury. Other changes noted were the inclusion of security and stability, as well as the focus of risks specific to services as opposed to broader enterprise risk.
The Governance Committee was therefore recommending that the CIRA Board of Directors approve the Terms of Reference of the Service Strategy Committee as presented.
(Moved: I. Almeida-Côté, seconded: C. Nett, motion unanimously carried)
R. Koeller joined the meeting.
5. COVID-19 Risk Review
The COVID-19 Risk Review was presented and tabled at the meeting.
Staff noted that through a series of special risk meetings beginning on March 12 management assessed the emerging pandemic situation as it affects CIRA. The situation also became a standing agenda item in the weekly senior leadership team meetings as well. Staff noted that any material changes to the situation would be reported to the Board of Directors. There was discussion around the monitoring of registration of COVID-19–related domain names for potential abusive practices. Staff noted that so far close to 1200 COVID-19 related domain names had been registered and staff was monitoring.
Discussions ensued in regards to CIRA’s investment portfolio, the wellness of staff and the necessary steps taken to ensure robust cybersecurity. There was discussion of the Canadian Shield services. Staff noted that the service was still in the early adoptive phase and so far had exceeded expectations. Staff reported the first degradation of service of the service that week but that they were taking the necessary steps to address the issue. Staff still anticipates to launch the services between April 20-22.
Overall the Board was very satisfied with the report and requested that staff report to the Board on any material changes promptly and otherwise provide an update to the Board on a monthly basis on COVID-19 related matters.
R. Koeller withdrew from the meeting.
6. Other Business
The Chair of the Board noted that the Corporate Secretary will follow-up at a later date regarding the action items register.
7. Next Meeting
The next meeting of the Board will be held the week of May 11, 2020 via Webex.
L. Gravel and D. Chiswell withdrew from the meeting.
8. In-Camera Session
The Board of Directors held an in camera session.
There being no further business, on motion by B. Sandiford and seconded by I. Almeida-Côté, the meeting was concluded at 3:36 p.m. ET