Minutes of the Meeting of the CIRA Board of Directors held via Webex on February 25, 2022 at 12:00 p.m. ET
Directors attending: Liza Aboud, Iris Almeida-Côté, Colleen Arnold, Gwen Beauchemin, Anne Butler, Andrew Escobar, Eric Hill, Jill Kowalchuk, Crystal Nett, Samantha Ventresca, Alourdes Sully, Rob Villeneuve
Advisors: John Demco, Byron Holland, Charles Noir
Regrets: Eric Hill
Corporate Secretary: Brigitte LeBlanc-Lapointe
Recording Secretary: Lynn Gravel
Guests: Sanita Alias, Dave Chiswell, Adam Eisner, Jon Ferguson, David Fowler, Jane Fulford, Tanya O’Callaghan
1. Approval of Agenda
It was agreed to add the item Board Compensation Policy under Other Business, in addition to other topics of discussion. Additionally, the action items noted during the meeting would be reviewed at the end of the meeting.
It was therefore moved by R. Villeneuve and seconded by A. Sully that the agenda for the meeting be adopted with these changes. The motion was unanimously carried.
2. Chair’s Remarks
The Chair provided a brief overview of the purposes of the meeting, as well as the general expectations in regards to the conduct of Board meetings.
L. Gravel and B. Holland withdrew from the meeting.
3. In-Camera Session
The Board of Directors (the “Board”) held an in-camera session.
Following the in-camera session, S. Alias, D. Chiswell, A. Eisner, J. Ferguson, D. Fowler, J. Fulford, L. Gravel, B. Holland and Tanya O’Callaghan joined the meeting.
4. Consent Agenda
The Chair called for any items to be added or removed from the consent agenda for discussion.
4.1 Report on Statutory Obligations
4.2 Approval of the Draft Minutes of the November 12, 2021 Board of Directors' Meeting
4.3 Q3/FY22 Financial Results
4.4 Q3 FY22 Risk Management Report
4.5 2022 Annual General Meeting
It was therefore resolved that items 4.2 and 4.5 on the consent agenda be approved and the remaining items be received.
(Moved: I. Almeida-Côté, seconded: A. Butler, motion unanimously carried)
5. Management Report
The Board received the Management Report as tabled.
There was discussion and questions regarding several initiatives underscored in the Management Report. Staff noted that CIRA was approached by the CRTC to provide IPT data to include into their report and discussions were ongoing. Staff noted that funding had been received from Public Safety Canada to integrate the Canadian Traceroute Database program as part of the IXP program.
A question was raised regarding CIRA’s future hybrid work model. Staff noted that preparations were underway for the hybrid work model and the office, at this time, continues to be available to employees on a limited, reservation basis. Staff will continue to update the Board on the hybrid work/return to office plan.
There was discussion on membership retention and engagement. Staff noted communications with members were very active, with newsletters and events. Staff continues to engage members through various programs.
6. FY23 Corporate Plan and Budget
The Board received the FY23 Corporate Plan and Budget as tabled.
The Chair of the Finance, Audit, Investment and Risk Management (“FAIR”) Committee presented updates to the FY23 Corporate Plan and Budget and outlined the Committee involvement in respect thereof. The Committee Chair noted the Committee had met on two occasions to review the FY23 Priorities and Budget. The Committee had discussed the transition of CIRA’s current financial system and were satisfied by management’s approach to the conversion. The Committee provided input on the FY23 priorities and plans, and thereafter reviewed the preliminary high-level revenue and expenditure allocation assumptions, followed by the detailed budget. Thereafter, staff discussed the significant aspects of the budget with the Committee.
Staff reviewed the general budget process noting that FY23 represents the mid-point of the FY21-25 Strategic Plan. In reviewing the last two years, the foundational elements are well in place and on track with an opportunity
to refactor, optimize, and scale for the future. Staff noted that the primary priorities in FY23 will relate to .CA brand advertising and market growth (including for French language testing); cybersecurity (investing in and upgrading CIRA’s stance); innovation (data science and registry in the cloud); thought leadership (building on domestic success and reinvesting in internet governance); diversified services; brand (building the CIRA brand to support cyber/DNS growth and positioning of CIRA as the thought leader); processes (renew and refresh in order to scale) and talent (additional take on strength and market adjustment
Staff presented a draft of the FY23 preliminary high-level profit and loss (P&L) statement summarizing the revenues and current known and/or identified expenditure changes, with an anticipated operating deficit of $1.5M.
Staff also presented the FY23 core operating expenditures changes as compared to FY22. Staff noted that the Salaries and Benefits budget year-over-year increase of $1.6M was based on salary and market adjustments and the addition of six new take on strength staff positions. Other expenditure increases include a year-over-year increase of $109K in respect of Thought Leadership to position CIRA as a leader in digital funding, cybersecurity, policy and advocacy as well as increase Canadian Shield resiliency, evolve IPT and, initiate Canadian Traceroute database project. The Communications Awareness and Education budget increase was largely reflective of increased initiatives to support CIRA Brand and .CA media inflation costs.
After questions and discussion, it was therefore resolved that the Board approve the FY23 detailed budget submission and corporate plan, as recommended by the FAIR Committee.
(Moved: C. Nett, seconded: I. Almeida-Côté, motion unanimously carried)
7. ESG activities CIRA - Update
The Board received the update on ESG matters (Environmental, Social and Governance) as tabled.
The Chair of the Board noted that with the growing importance of ESG and the Boards’ role in ESG oversight, management was asked to provide an overview of its progress and plans to date.
Staff reported that CIRA has a robust Governance process overall, having regard to the external review performed in 2021 on CIRA’s governance structure and policies. The governance structure in place enables the Board to oversee the management of financial performance, enterprise risk and advancing of strategic directions.
The Social aspect has evolved over time and covers a wide breadth of areas. Staff noted that in this area, CIRA is well established with the Community Investment Program. It continues to be one of the main vehicles through which CIRA supports its broader community, from direct programs such as the Internet Performance Test or CIRA Canadian Shield, to its $1.25 million grants that support the Canadian internet community with a focus on marginalized communities. Staff noted that through efforts it started nearly five years ago, Equity, Diversity and Inclusion (“EDI”) is imbedded and integral to CIRA’s organizational and talent management strategies and is a core element of its culture. CIRA’s multi-pronged approach included communicating its commitment, a review its talent programs, educating its employees and building a talent pipeline.
Regarding the Environmental aspect, staff underscored that as a purpose-driven internet champion, CIRA has a responsibility to reduce the environmental impact of its activities and positively impact the communities within which it operates. Staff also noted that CIRA was in its early stage of its sustainability efforts and there are gaps in this regard. To accelerate the progress on sustainability, CIRA will be focusing heavily on the Green Operations and Green Internet pillars of its plan.
After discussion, it was agreed to include the EDI component as part of the mid-term strategy review, including integration with corporate plans and objectives. Through this review, management will undertake an assessment of ESG issues most relevant to CIRA, identify the gaps, assumptions, opportunities and incorporate them into the enterprise risk management program.
8. Committee Reports
8.1 Governance Committee
The report from the Chair of the Governance Committee was received and tabled at the meeting.
• Terms of Reference – Community Investment Committee and the Community Investment Evaluation Panel
The Chair of the Governance Committee noted minor changes to the terms of reference of the Community Investment Committee and the Community Investment Evaluation Panel.
It was therefore resolved that the Board approve the terms of reference of the Community Investment Committee and the Community Investment Evaluation Panel as presented.
(Moved: C. Arnold, seconded: A Butler, motion unanimously carried)
- 2022 Policy on Nominations and Elections
It was noted that the Committee had also reviewed the proposed changes to the 2022 Policy on Nominations and Elections and was therefore recommending that the Board approve the 2022 Policy on Nominations and Elections as presented.
(Moved: A. Sully, seconded: S. Ventresca, motion unanimously carried)
Staff was requested to clarify the process under section 11.2 of the policy and report back to the 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 Report to the Nomination Committee.
8.2 Report from the Community Investment Committee
The report from the Chair of the Community Investment Committee (“CIC”) was received and tabled at the meeting.
The Chair of the CIC reported that the Committee had met recently to have an orientation into the Community Investment Program. The Committee also reviewed the minor changes to the Community Investment Panel’s Terms of Reference, discussed the Community Investment Evaluation Panel’s composition and approved staff’s recommendation to plan for a virtual selection process. It was noted that the Community Investment Evaluation Panel will be meeting virtually again this year to evaluate the projects.
8.3 Report from the Finance, Audit, Investment and Risk Management Committee
After providing a brief update on the activities of the FAIR 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 approve the Bank Signing Authorities, as presented.
(Moved: C. Arnold, seconded: L. Aboud, motion unanimously carried)
8.4 Report from the Services Strategy Committee
The report from the Chair of the Services Strategy Committee was received and tabled at the meeting.
The Chair of the Services Strategy Committee reported that the Committee had met recently. The focus of the first meeting was to review the Committee’s terms of reference and the work plan for the year. Following the meeting, the terms of reference were revised based on the feedback received from the Committee members and will be reviewed at an upcoming meeting.
9. Other Business
9.1 Board Compensation Policy
The Chair of the Board clarified that Directors are compensated based on their role within the Board and the number of meetings they attend.
It was further noted that Committees will include any Ad hoc Committee established by the Board to undertake special, time-limited tasks on its behalf, where the Board has agreed to provide compensation.
It was recommended that the Governance Committee review the Compensation Policy to ensure it is effective and aligned with best practices.
9.2 Board Budget
The Chair of the Board noted that the variance in the budget from the previous year was mostly due to the engagement of an ESG expert at its November meeting. Staff will report back to the Board on discretionary vs non-discretionary expenses.
9.3 Board Work Plan
The Chair of the Board presented the work plan for the upcoming year. The Chairs of each Committee were asked to follow up with staff to ensure all Committee work plan items were reflected in the board work plan.
9.4 Committee Chair Selection Process
The Chair of the Board informed the Board on the process followed for the selection of the Committee Chairs.
9.5 Ad Hoc Committee and Process
The Chair of the Board outlined the current process around the creation of ad hoc committees, as well as ratification for their actions.
9.6 Action Items Review
The Chair of the Board reviewed the action items noted during the meeting.
10. Next Meeting
The next meeting will be held on April 14, 2022.
S. Alias, D. Chiswell, A. Eisner, J. Ferguson, D. Fowler, J. Fulford, L. Gravel, and Tanya O’Callaghan withdrew from the meeting.
.11. In-Camera Session
The Board held an in-camera session.
There being no further business, on motion by L. Aboud and seconded by R. Villeneuve, the meeting was concluded at 5:04 p.m.