Minutes of the Meeting of the CIRA Board of Directors held via Webex on May 21, 2021 at 1:30 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, Albert Chang, David Fowler, Tanya O’Callaghan
1. Approval of Agenda
It was moved by C. Nett and seconded by R. Black that the agenda for the meeting be adopted with a change in the order of items. The motion was unanimously carried.
2. Approval of the Draft Minutes of the April 8, 2021 Board of Directors' Meetings
I. Almeida-Côté joined the meeting.
It was moved by C. Nett and seconded by R. Black that the draft minutes of the April 8, 2021 Board of Directors’ meeting be approved with one change. The motion was unanimously carried.
3. Revised 2021 Policy on Nominations and Elections
A. Sully joined the meeting.
Staff presented the revised 2021 Policy on Nominations and Elections, which reflects an additional vacancy on the slate of Nomination Committee candidates to take into account the departure of R. Black one year into his three-year term. It was noted that the Nomination Committee slate this year would include four positions instead of the usual three, and that the 4th position would be a replacement seat reflecting a term of two years.
It was therefore resolved that the Board of Directors approve the Revised 2021 Policy on Nominations and Elections as presented.
(Moved: R. Black, seconded: M. Gamble, motion unanimously carried)
4. Selection of External Auditors
B. Sandiford joined the meeting.
The Chair of the Finance, Audit, Investment and Risk Management (“FAIR”) Committee reported that the Committee recently completed an extensive Request for Proposal (“RFP”) process to select CIRA’s external auditors. Several firms were invited to respond to the RFP and a total of four responses were received. Three of the firms were then invited to deliver a presentation to the Committee based on specific questions in their response. It was noted that the Committee met after the conclusion of the presentations to discuss and review the full scoring process. The Committee therefore agreed on the recommended firm, subject to acceptable reference checks. The Chair of the Committee confirmed the review of the references and was satisfied that all conditions had been met. On the recommendation of the FAIR Committee:
Be it therefore resolved that:
- a motion be presented at the upcoming Annual General Meeting, to appoint Welch LLP as CIRA’s auditors, to hold office until the close of the next annual meeting of members; and
- the Board of Directors recommends approval of this motion by CIRA’s members.
(Moved: C. Nett, seconded: M. Gamble, motion unanimously carried)
5. Agreement for Corporate Secretary
The Chair of the Board outlined the current role of the Corporate Secretary and the potential areas for expansion, as previously discussed by the Governance Committee and set out in a draft agreement (a copy of which was reviewed by the Governance Committee). It was noted that the Committee was very satisfied with her performance in the current mandate and wished to expand her role. On the recommendation of the Governance Committee:
It was therefore resolved that the Board of Directors re‐appoint Brigitte LeBlanc‐Lapointe as CIRA's Corporate Secretary until September 2022, based on the terms submitted set forth in the agreement.
(Moved: I. Almeida-Côté, seconded: C. Arnold, motion unanimously carried)
6. Compensation Disclosure
The Board resumed its discussion from the previous meeting held on April 8, 2021 in respect to the disclosure of CEO and executive compensation. The Board discussed a range of options and a communications plan is being developed.
7. Next Meeting
The next meeting will be held on June 9, 2021.
S. Alias, D. Fowler, L. Gravel and T. O’Callaghan 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 R. Villeneuve and seconded by I. Almeida-Côté, the meeting was concluded at 4:09 p.m.