2020/07/22 Minutes

Minutes of the meeting of the CIRA Board of Directors held via teleconference on July 22, 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, Bill Sandiford, Rob Villeneuve

Advisors: John Demco, Byron Holland

Regrets: Crystal Nett, Charles Noir

Corporate Secretary: Brigitte LeBlanc-Lapointe

Recording Secretary: Lynn Gravel

Guests: Findlay Beith, Paul Havey

1. Approval of Agenda

It was resolved that the agenda be adopted as presented.

(Moved: M. Gamble, seconded: C. Arnold, motion unanimously carried)

2. Approval of the Draft Minutes of the June 9 and 10, 2020 Board of Directors’ Meetings

It was resolved that the draft minutes of the June 9 and 10, 2020 Board of Directors’ meetings be approved as presented.

(Moved: I. Almeida-Côté, seconded: M. Gamble, motion unanimously carried)

3. Approval of the 2020 Audited Financial Statements

The financial statements for the fiscal year ended March 31, 2020 were tabled at the meeting.

Staff noted this was the first virtual audit for the organization due to COVID-19. Staff noted that KPMG’s audit opinion was that the financial statements presented fairly, in all material respects, the financial position of the Canadian Internet Registration Authority. No matters were highlighted from the Audit Findings Report.

Staff provided an overview of the financial statements, including highlighting certain line items and changes from the previous fiscal year. In particular, staff noted in the Statement of Operations the investment income (loss) as a result of COVID-19 impact at year-end. Staff also noted that the fully amortized intangible asset (pre-Fury platform) in Note 6 – Intangibles was removed as it was fully amortized and that Note 11 –Related Party Transactions discloses aggregate directors’ fees. Under Note 13 – Contingencies and subsequent events, disclosure regarding the Notice of Application was added, and Note 17 – Impact of COVID-19 Pandemic provides disclosure on the impact of COVID-19 on the financial statements. Staff responded to questions from the directors.

The Chair of the Finance, Audit and Investment and Risk Management Committee (“FAIR”) noted that the audit was straight-forward given then circumstances and no misstatements, errors, fraud or internal control deficiencies were identified.

The FAIR Committee was therefore recommending that the Board of Directors approve:

the financial statements of Canadian Internet Registration Authority for the fiscal year ended March 31, 2020 as presented;

the financial statements be presented to the members of CIRA at the next Annual General Meeting; and

H. McDonald and A. Escobar be authorized to sign CIRA’s 2020 financial statements on behalf of the Board of Directors to signify approval of the Board.

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

On behalf of the Board of Directors, the FAIR Committee thanked staff and the Finance team for the quality of the audit materials, the process and preparations by staff, particularly in light of the difficult climate presented by the COVID-19 pandemic.

4. Appointment of the Auditors

The Chair of the FAIR Committee noted that at its last meeting, the Committee had discussed several possible options in respect of CIRA’s auditor, including a partner rotation and the possible appointment of another firm through a formal Request for Proposal (“RFP”) process. Having regard to the current COVID-19 pandemic, the Committee was recommending that the Board of Directors proceed with the re-appointment of KPMG as the auditors for another year. The Committee will prioritize the RFP process for later this fall.

It was therefore resolved that:

a motion be presented at the upcoming Annual General Meeting, to re-appoint KPMG as CIRA’s auditors, to hold office until the close of the next annual meeting of members; and