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Minutes of the meeting of the CIRA Board of Directors held via teleconference on September 22, 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: John Demco, Byron Holland, Charles Noir

Corporate Secretary: Brigitte LeBlanc-Lapointe

Recording Secretary: Lynn Gravel

Guests: Sanita Alias, Albert Chang, Dave Chiswell, David Fowler, Jane Fulford, Mark Gaudet, Tanya O’Callaghan, Paul Sarkozy

1. Approval of Agenda

It was resolved that the agenda be adopted as presented.

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

2. Chair’s Remarks

The Chair did not have any remarks.

3. Consent Agenda

The Chair called for any items to be removed from the consent agenda for discussion.

3.1 Approval of the Draft Minutes of the July 21, 2021 Board of Directors’ Meeting

3.2 Report on Statutory Obligations

3.3 Management Report

3.4 Q1/FY22 Financial Report

3.5 Q1/FY22 Risk Management Report

It was therefore resolved that item 3.1 on the consent agenda be approved and the remaining items be received.

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

4. Committee Reports

4.1 Report from the Governance Committee

•        Overview of Board Effectiveness Survey

The Board received the results of the Board and Committee Effectiveness survey as tabled.

The Chair of the Governance Committee noted that the prepared report summarized the responses into key themes and overall the Board viewed itself as being effective across a broad range of topics. It was highlighted that a number of comments were focused on education and training of the domain name business. In this regard, it was noted that new directors should be encouraged after the election to have conversations with registrars to gain a better understanding of the domain name business, and the relationship between CIRA, registrars and the community.  

The certain comments from the survey also raised a theme around how Board meetings are conducted, and how to encourage more discussion and debate during Board meetings. It was suggested that Board meetings could be set up so that there would be no presentations from management, and all the materials from management would be provided in writing in advance. The Board meetings would then be focused on discussion and debate amongst the Directors on the topics raised in the materials. 

Lastly, it was noted that Directors should be encouraged to review the Board Charter to ensure that they are conducting themselves in accordance with the principles set out in the Charter.  The Chair of the Governance Committee suggested that the Board should review the Board Charter, by-laws and committee terms of reference periodically to consider whether any changes are desirable.

•        Director Orientation, Education and Professional Development Policy

The Chair of the Governance Committee noted that the Committee had reviewed the Director Orientation, Education and Professional Development policy. The changes reflect mostly the approval process for education requests. A director may request the opportunity to participate in professional development, director education or industry specific conferences by making a request to the approval group. The approval group comprises the Chair, Vice-Chair, and Chair of the Governance Committee; and all decisions shall be made by a majority rule.  

After discussion, it was therefore resolved that the Board of Directors approve the Director Orientation, Education and Professional Development Policy as presented.

(Moved: R. Black, seconded: B. Sandiford, motion unanimously carried)

•        Terms of Reference Enterprise Risk Management (ERM) Ad-Hoc Committee

The Chair of the Governance Committee noted that the Committee had revised and reviewed the terms of reference of the ERM Ad-hoc Committee and were satisfied.

After discussion, it was therefore resolved that the Board of Directors approve the terms of reference of the ERM Ad-hoc Committee as presented.

(Moved: H. McDonald, seconded: R. Black, motion unanimously carried)

4.2 Report from the Community Investment Committee

The report from the Community Investment Committee was tabled and briefly presented.

The Co-Chair of the Community Investment Committee expressed appreciation and thanks to staff for their support to the Committee and Panel.

P. Sarkozy joined the meeting.

5. Vaccines and Return to Office

Staff reported that CIRA employees would continue to work remotely from the office until at least January 2022. In the meantime, management will continue to seek the input of public health authorities and define different scenarios to support a hybrid model for the return to the office.

It was also noted that CIRA employees would be required to be fully vaccinated against COVID-19 by October 1, 2021. This decision was made in consultation with legal counsel, who supported CIRA’s view that to protect the health and safety of CIRA employees, the best form of protection was vaccination.

The Board agreed that the employee policy should apply to the CIRA Board as well.

6. Quebec Market Strategy

The report for Canada’s French language market was tabled and discussed at the meeting.

Staff presented an initial assessment of the French speaking market in Canada and potential paths forward.

To summarize, staff noted that the French speaking market was significantly underdeveloped relative to the top English markets in Canada. Furthermore, the predisposition among competitive offerings is for .com and as the experience of one CIRA’s key channel partners demonstrates, penetrating this market is not without its challenges. Staff noted that investing in this market is going to be challenging, and short-term business results are not a given. While there appears to be some opportunity for growth, further investigation and testing is required to understand the extent of the opportunity, potential winning strategy, and return on investment for a brand and business-building program with French speaking Canadians.

Overall the Board was supportive of this initiative and as a national organization, noted that it was important that CIRA’s advertising be in both of Canada’s official languages. The Board directed staff to further investigate and test the French market as well as integrate this initiative into the FY23 Corporate Plan and budget.

P. Sarkozy withdrew from the meeting.

7. New Director Onboarding and Strategic Planning Session

Staff noted that planning for the onboarding and strategic planning sessions with the new board were currently underway. Staff was proposing multi day sessions and a retreat. While the preference was for in-person meetings, it was acknowledged that based on current guidelines, it could be necessary to hold the meeting virtually over a number of days. At this time, the components of the session would focus on CIRA history and business, domain industry and risk management. The topics of the session will be adapted depending on the shape of the new board. It was agreed that a small group of board members would meet to help plan the sessions.

8. Next Meetings

The planning of the Director Orientation session is underway and meetings dates will be determined at a later date.

9. Other Business

There was some discussion on Staff Training and Development as reported in the quarterly financial statements. Staff noted that until now, training & development were mostly self driven and starting this fiscal year, each CIRA employee will be required to submit a personal development plan.  The Board also discussed general staff retention and recruiting challenges in the current market.

On behalf of the Board and staff, the President and CEO thanked Matthew Gamble, Ryan Black and Helen McDonald for their effort and support to the organization over the years.

The Board and staff also extended their sincere thanks and appreciation to Helen McDonald as Chair of the board and member and/or Chair of many committees over the past 6 years.

S. Alias, A. Chang, D. Chiswell, D. Fowler, M. Gaudet, L. Gravel and T. O’Callaghan withdrew from the meeting.

10. In-Camera Session

The Board of Directors held an in-camera session.

11. Adjournment

There being no further business, on motion by I. Almeida-Côté and seconded by C. Arnold, the meeting was concluded at 2:53 p.m.