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Minutes of the Meeting of the CIRA Board of Directors held via Webex on March 1, 2021 at 12:00 p.m. ET

Directors attending: Iris Almeida-Côté, Colleen Arnold, Ryan Black, Don Bowman, Andrew Escobar, Matthew Gamble, Jill Kowalchuk, Helen McDonald, Crystal Nett, Bill Sandiford, Alourdes Sully, Rob Villeneuve

Advisors: Charles Noir, John Demco, Byron Holland

Corporate Secretary: Brigitte LeBlanc-Lapointe

Recording Secretary: Lynn Gravel

Guests: Sanita Alias, Findlay Beith, Albert Chang, Dave Chiswell, David Fowler, Andrew Fraser, Mark Gaudet, Rick Koeller, Jacques Latour, Tanya O’Callaghan

1. Approval of Agenda

It was moved by M. Gamble and seconded by I. Almeida-Côté that the agenda for the meeting be adopted as presented.  The motion was unanimously carried.

2. Chair’s Remarks

The Chair provided a brief overview of the purposes of the meeting.

3. Consent Agenda

The Chair called for any items to be added or removed from the consent agenda for discussion. It was agreed to add the draft minutes of the November 18 and 19, 2020 Board of Directors’ meeting to the consent agenda.

3.1 Report on Statutory Obligations

3.2 Approval of the Draft Minutes of the November 18 and 19, 2020 and the January 20, 2021 Board of Directors' Meetings

3.3 Q3/FY21 Financial Results

3.4 Management Report

3.5 Appointment of Assistant Returning Officer Amy Grubb at a rate of $260 per hour

It was therefore resolved that items 3.2 and 3.5 on the consent agenda be approved and the remaining items be received.

(Moved: B. Sandiford, seconded: I. Almeida-Côté, motion unanimously carried)

4. Operational Plan and Budget FY22

The Board received the FY22 Operational Plan and Budget as tabled.

The Chair of the Finance, Audit, Investment and Risk Management (“FAIR”) Committee noted the Committee had met on two occasions to review the FY22 Operational Plan and Budget. The Committee initially reviewed the preliminary high-level revenue and expenditure allocation assumptions, followed by the detailed budget. Thereafter, staff provided an overview of the significant aspects of the budget.

Staff highlighted the domain name space resurgence and the strong foundation on which FY22 is based.  Staff noted that the primary priorities to achieving the objectives of the FY21-25 Strategic Plan are:

  • Continue CIRA’s investment in .CA brand advertising;
  • Focus on innovation in the area of product expansion;
  • Continue the granting program, internet exchange program and other mainstays of CIRA’s community investment, utilize partnerships to leverage and amplify CIRA’s reach, and focus on the expansion of the user base and product features of CIRA Canadian Shield; and
  • Commitment to operational excellence with a focus on people, process, tools, culture, and talent.

Staff presented the FY22 Mission Money Matrix as compared to FY21 noting the year over year changes at the contribution margin level. Staff noted that individual Products, Services, Activities (“PSA”) mission values have not been revised.  An exercise to re-evaluate mission values will be performed in FY22.

Staff reviewed the general budget process noting the material reflected the FY22 budget submission for the second year of CIRA’s FY21-25 Strategic Plan. The primary focus was to achieve a year over year improvement in CIRA’s Target Operating Model (“TOM”) by targeting a reduction of $750K to $1M in the budgeted operating deficit through managed expenditure growth. The detailed budget submission falls within the ($1.25M) to ($1.5M) operating deficit range, as accepted by the FAIR Committee at its meeting.

Staff presented the operations forecast and core operating expenditures by nature and highlighted the key changes. Staff noted that the core expenditures increase is primarily attributed to an increase in Salaries & Benefits with an increase of three resources; Computer Operations & Networking due to continued migration and consolidation in cloud computing; Communications & Awareness with increases in year over year costs of the existing .CA branding program and expansion into the Quebec English market; and Direct Software Licensing costs corresponding to the increase in Diversified Service Revenues for firewall and cyber-awareness training. Travel expenditures decreased, reflecting a suspension of all travel for the first six months and resumed travel for the balance.

In summary, the FY22 budget proposal includes an operating deficit of approximately ($1.3M), a revenue increase of $3.3M and an increase of $2.7M to the Core Operating Expenditures.  Staff noted that the percentage growth in Core Operating Expenditures is constrained relative to the related revenue to improve CIRA’s Target Operating Model. The Core Operating Expenditures increase includes increases to the headcount, as well as an increase to the Community Investment Program expenditure of 6.3% from the previous year relating primarily to the development of a new free cybersecurity service for Canadians to compliment Canadian Shield.

There was discussion on the new Community Investment Program initiative. Staff noted they were exploring a few possibilities as an extension to the Canadian Shield service, and expected to perform a market evaluation.  Other discussion ensued regarding cost efficiency, noting that in light of the not-for-profit status of the organization there has been an effort to reduce net assets over time in a deliberate manner, which has resulted in comfort with approving a budget with a deficit.  There was also discussion around data collection, and Staff provided an overview of the data collected from the cyber services. The Chair of the FAIR Committee noted that the areas of focus at the Committee meetings were understanding the revenue assumptions; the year over year improvement of the Target Operating Model; and the requirement for additional resources.

After questions and discussion, it was therefore resolved that the Board of Directors approve the FY22 detailed budget submission and operational plan, as recommend by the FAIR Committee.

(Moved: B. Sandiford, seconded: I. Almeida-Côté, motion unanimously carried)

5. Q3 FY21 Risk Management Report

The Board received the Q3 FY21 Risk Management report, as tabled.

Staff noted that the Risk Management report included new content and format changes based on feedback received from the Board. Staff provided an overview of the registered risk dashboard noting the content would evolve into a heat map format. Staff also noted that the risk assessment scales had been revised with the addition of an “issue” level risk (i.e. the pandemic).

Further refinements will be incorporated to future iterations including work currently being undertaking by Management and Board Committees.

6. Committee Reports

6.1 Governance Committee

  • Board Skills Matrix and Gap

The Chair of the Governance Committee noted that the Committee had reviewed the Board Skills Matrix and Skills Gap Assessment and was proposing edits be made to certain questions. Directors will be asked in the next week to submit their self-assessment forms, indicating their level of knowledge and skills in various areas. The results from these self-assessment forms will then be used to complete the Diversity Report to the Nomination Committee.

  • Nomination Committee Compensation

The Chair of the Governance Committee noted that the Committee had discussed the proposal from the Nomination Committee to compensate its members. It was noted that changes had been made to CIRA’s Policy on Nominations and Elections to allow compensation to members of the Nomination Committee. The Committee was in support of compensation to members of the Nomination Committee at the same rate as members of the Community Evaluation Panel, namely, the customary per meeting fees and a stipend of $2,000 for the year. 

It was therefore resolved that the Board of Directors approve honorariums for Members of the Nomination Committee in the amount of $2,000 per annum each in addition to customary per meeting fees and expense reimbursement.

(Moved: I. Almeida-Côté, seconded: A. Sully, motion unanimously carried)

  • 2021 Policy on Nominations and Elections

It was noted that the Committee had also reviewed the proposed changes to the 2021 Policy on Nominations and Elections and was therefore recommending that the Board of Directors approve the 2021 Policy on Nominations and Elections as presented. 

(Moved: R. Black, seconded: J. Kowalchuk, motion unanimously carried)

6.2 Report from the Community Investment Committee

It was resolved that the following resolution previously unanimously approved by the directors by electronic means in respect of the composition of the Community Investment Evaluation Panel be hereby ratified and approved:

  • the re-appointment of Bram Abramson to the Community Investment Evaluation Panel for a one-year term is hereby approved; and
  • the Community Investment Committee may appoint up to six members to the Community Investment Evaluation Panel for a two-year term from the list provided to the Board.

(Moved: M. Gamble, seconded: H. McDonald, motion unanimously carried)

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

The Chair of the Committee noted that the proposed changes to the Financial Bank Signing Authorities policy reflect the changes to the signing authorities to align to CIRA’s current organizational structure.

The FAIR Committee was therefore recommending that the Board of Directors approve the Bank Signing Authorities, as presented.

(Moved: A. Sully, seconded: R. Black, motion unanimously carried)

6.4 Report from the Service Strategy Committee

The Chair of the Service Strategy Committee reported that the Committee had met recently. The Committee had discussed several matters including external customer satisfaction metrics, Committee-owned risks and key performance indicators, as well as an update from staff on the product lifecycle and roadmap.

7. Adjournment

On motion by M. Gamble and seconded by D. Bowman, the meeting was adjourned at 3:00 p.m. and reconvened on March 2, 2021 at 12:00 p.m.


Minutes of the Meeting of the CIRA Board of Directors held via Webex on March 2, 2021 at 12:00 p.m. ET

Directors attending: Iris Almeida-Côté, Colleen Arnold, Ryan Black, Don Bowman, Andrew Escobar, Matthew Gamble, Jill Kowalchuk, Helen McDonald, Crystal Nett, Bill Sandiford, Alourdes Sully, Rob Villeneuve

Advisors: Charles Noir, John Demco, Byron Holland

Corporate Secretary: Brigitte LeBlanc-Lapointe

Recording Secretary: Lynn Gravel

Guest: Albert Chang

8. Member Communication

An update was provided on the work undertaken in response to the motions contained in the Member proposal at the 2020 AGM. It was noted that an external third-party consultant, Mercer Canada Limited, has been retained to look further at best practices and evolving trends. Their analysis has been undertaken and when finalized will be forwarded to the Committee of the Board examining this issue for review and discussion.  

9. Other Business

There was no other business to discuss.

10. Next Meeting

The next meeting will be held on April 8, 2021.

L. Gravel withdrew from the meeting.

11. In-Camera Session

The Board of Directors held an in-camera session.

A. Chang and B. Holland withdrew from the in-camera session.

12. Adjournment

There being no further business, on motion by C. Nett and seconded by A. Escobar, the meeting was concluded at 3:28 p.m.