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Minutes of the Meeting of the CIRA Board of Directors held via teleconference on June 9, 2020 at 12:00 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: John Demco, Byron Holland, Charles Noir

Corporate Secretary: Brigitte LeBlanc-Lapointe

Recording Secretary: Lynn Gravel

Guests: Sanita Alias, Steven Barry, Dave Chiswell, David Fowler, Andrew Fraser, Paul Havey, Rick Koeller, Jacques Latour

1. In-Camera Session

The Board of Directors held an in camera session.

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

2. Approval of Agenda

It was moved by M. Gamble and seconded by B. Sandiford that the agenda for the meeting be adopted as presented.

3. Chair’s Remarks

The Chair provided a brief overview of the purposes of the June 9, 2020 and June 10, 2020 meetings.

4. Consent Agenda

The Chair called for any items to be removed from the consent agenda for discussion, but noted that item 4.5 would be addressed in the context of the overall risk management discussion.

4.1 Approval of the Draft Minutes of the May 13, 2020 Board of Directors’ Meeting

4.2 Report on Statutory Obligations

4.3 Management Report

4.4 Preliminary Unaudited Q4-FY20 Financial Results

4.5 Q4/FY20 Risk Management

It was therefore resolved that item 4.1 on the consent agenda be approved and the remaining items be received.

(Moved: I. Almeida-Côté, seconded: C. Nett, motion unanimously carried)

5. Committee Reports

5.1 Report from Governance Committee

The Chair of the Committee reported that the Committee had met recently. The Committee had reviewed the Committee Chair and Member Selection process. It was noted that currently, the Chair of the Board has the ability to appoint the chairs and members of each committee at the first Board meeting following the Board of Directors election. Overall, the Committee was supportive of the current process, which involved extensive consultation, and expressed the view that it worked well. Therefore, the Committee was not recommending any changes to the process.

The Committee reviewed the Director Orientation, Education and Professional Development Guideline and the Director ICANN Meeting Attendance Policy. The Committee was not recommending any changes to either at this time. However, the Committee agreed to further assess what other external meetings may be valuable to CIRA and whether the ICANN Meeting Attendance Policy should be expanded to an External Meeting Attendance Policy to include such other meetings that are relevant to CIRA’s activities, especially in light of its diversification strategy.

The Chair of the Committee outlined the timing and process surrounding the Board and Committee effectiveness survey.  Board members were encouraged to provide feedback beyond the specific survey questions. The aim was to discuss the results of the Board and Committee effectiveness survey at the September meeting.

5.2 Report from the Service Strategy Committee

The Chair of the Committee reported that the Committee had met recently.  It was noted that overall, the DNS, Registry and Other Service Revenue at year-end was near or over budget. Staff had reported that it is believed that market opportunities for DNS Firewall and Cyber Awareness had seen both success and delays due to COVID-19 during the quarter, but the impact is still uncertain. The Committee reported that staff had also provided the scorecard on the availability of the following core services as well as the targets for the measures: DNS, Firewall, Shared Registry System and DNS Zone publishing. Staff had noted that the measures allow for downtime for maintenance on three (3) of the systems. Finally, the Chair of the Committee provided various go to market highlights, including commercial opportunities relating to diversified services.

5.3 Report from the Community Investment Committee 

The Co-Chairs of the Committee noted that following the May 13, 2020 Board of Directors’ meeting, the project selection and grants budget were finalized after determining the short-listed applicant’s ability to execute and deliver based on updated information provided by applicants in a follow-up questionnaire. Based on the responses, 20 projects were selected and notifications were made to recipients. The grants will be announced publicly at the end of June.

5.4 Report from Finance, Audit, Investment and Risk Management Committee

The Chair of the Committee reported that at its last meeting, the Committee had received an update on the investment portfolio and positioning as of March 31, 2020. Overall, the portfolio had a negative return during the quarter, but was generally in line with the benchmark and consistent with early reporting provided immediately upon the COVID-19 outbreak.  The Committee also received a detailed update on markets.

Staff had also provided an update on the audit process timeline. Although the audit was virtual, the fieldwork was progressing on track.

6. Target Operating Model

Staff reminded the Board of the timeline and the current status of the Target Operating Model (“TOM”). Management continues to socialize the TOM framework with staff through ongoing communications with the Joint Management team and employees during the fiscal year. Management is using the TOM to improve organizational focus.  Staff hopes to finalize the FY21 TOM by the end of Q1 with the OPEX review.  Staff is seeking to improve its readiness to report historical FY21 Actual to Budget TOM results. However, Staff noted that TOM is by its very nature a highly manual process that requires discussion across the organization, socialization and buy-in of the underlying allocations.

There was discussion regarding the frequency of historical Actual to Budget reporting available to the Board as well as the availability of forward-looking TOM expectations/estimates. 

The Board underscored that annual reporting was not sufficient and that the expectation would be for quarterly reporting of Actual to Budget.  Staff indicated the new accounting may provide some limited functionality to perform routine cost allocations. Staff also noted that quarterly historical reporting would likely begin in early FY22.    

The Board stated that quarterly reporting would assist in understanding if the trend line is moving in the right direction and in accordance with expectations.  The Board also wants comfort that business unit owners have the information they require to be on-track.  Staff underscored that business unit owners have the necessary information. 

The Board underscored that they would like to see a forward looking TOM estimate mid-year from business unit owners and would like further information on any challenges or short-comings of that. 

Staff should also explore what are the possible solutions for process improvements and automation of the excel extracts and macros from the accounting system used to prepare the TOM results.

Staff will provide an update to the FAIR Committee at its next meeting on the background work done in selecting the accounting software.

R. Koeller joined the meeting

7. COVID-19 Risk Discussion

The COVID-19 Risk Management report was presented and tabled at the meeting, and there was discussion of its impact on organizational culture, business priorities, revenues, COVID-19-related domain registrations, Canadian Shield and other services, liquidity position, legal matters and insurance coverage. Staff highlighted the changes from the last report. There were questions regarding the wellness of staff, hiring and continuing professional development. Staff will continue to report on a monthly basis and any material changes will be reported promptly.

R. Koeller withdrew from the meeting.

8. HR Dashboard

The HR dashboard was presented and discussed at the meeting. Staff noted that the HR dashboard provides a snapshot view of how CIRA tracks its ability to attract, retain and develop talent. Among other matters, Staff provided an overview of headcount, retention rates, diversity, time to fill positions and employee engagement.  There was discussion regarding succession planning.  Staff noted that succession plans were in place for critical roles and staff was cross-trained in most areas.  Staff continues to review and develop the succession plans.

A. Swain and T. Zhang joined the meeting.

9. CIRA Architecture

The CIRA architecture was presented and discussed at the meeting. Staff presented an overview of the operational and software architecture, as well as the evolution of the systems and people.

A. Swain and T. Zhang withdrew from the meeting.

10. Meeting Adjournment

The meeting was adjourned at 4:00 p.m. and reconvened on June 10, 2020 at 12:00 p.m.

Minutes of the Meeting of the CIRA Board of Directors held via teleconference on June 10, 2020 at 12:00 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: John Demco, Byron Holland, Charles Noir

Corporate Secretary: Brigitte LeBlanc-Lapointe

Recording Secretary: Lynn Gravel

Guests: Sanita Alias, Steven Barry, Dave Chiswell, David Fowler, Andrew Fraser, Paul Havey, Rick Koeller, Jacques Latour

11. Risk Appetite and Tolerance Discussion

Staff reported on the progress made on the risk appetite and tolerance discussion.  Staff summarized the key themes based upon the recent discussions with the Service Strategy (“SSC”) and the Finance, Audit, Investment & Risk Management (“FAIR”) Committees. Staff noted that the intended exercise was to gather additional input from the Board to iterate and produce written risk tolerances and risk appetite statements that reflect an understanding for CIRA to deliver on its strategic goals.

Staff presented the tolerance statements on Product Expansion based upon the discussion from the SSC. Staff noted that the discussion with the FAIR Committee covered only the business areas of product, place, and price during the workshop. Staff presented the .CA Stewardship business elements that were discussed with the FAIR Committee, the degrees of risk and issues of concern in each element, and some outer boundary conditions beyond which CIRA would not venture.

Staff responded to various questions from Board members, and there was discussion on the presentation.  Staff will continue to develop the risk continuum for the remaining three (3) risk appetite areas and iterate the risk appetite statements, tolerances and degrees of risks for the .CA Stewardship and Product Expansion.

R. Koeller withdrew from the meeting.

12. Review of Action Items Register

Due to time constraint, the Action Items Register will be circulated via email.  

13.    Other Business          

There was no other business to discuss.

14.    Next Meeting

The next meeting of the Board will be held via Webex on July 22, 2020.     

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

15.    In-Camera Session

The Board of Directors held an in camera session.

16.    Adjournment

There being no further business, on motion by C. Arnold and seconded: M. Gamble, the meeting was adjourned at 4:06 p.m.