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May 4, 2022

Chair(s), Nomination Committee
Canadian Internet Registration Authority
979 Bank Street, Suite 400
Ottawa, ON K1S 5K5

Subject: Letter to the Nomination Committee

Dear Members of the CIRA Nomination Committee,

Thank you to each of you for accepting to serve on the CIRA Nomination Committee. We wish to express our deep gratitude for your strategic contributions, as we believe they are vital to CIRA’s work of continuing to ensure public confidence in the credibility of our Governance processes. The independence and rigor of the nomination process, has over the past years enabled CIRA to benefit from the best talent Canada has to offer, as we carry out our Board fiduciary responsibilities.

We wish to inform you that following the 2021 Annual General Meeting, the CIRA welcomed five new Board members and organized the orientation for the full Board. We have also given due consideration to the recommendations made by the Nomination Committee, following the 2021 process.

We take this opportunity to provide you highlights on some of the current and upcoming areas of our work, as well as areas wherein we have identified needs, as we further consolidate our Board work.

Background

CIRA is governed by a 15-member Board of Directors who is responsible for the overall governance of the affairs of CIRA in support of the .ca stewardship and strategy on behalf of Canada’s Internet community and users. There are at minimum at least four Board meetings held each year, and on occasion a few more. In addition, each Board member also serves on at least two Board Committees. The Board Committees are established to facilitate the work of the Board and are accountable to the Board. Committees meet at a minimum three times as year, and on occasion a few more. Committees include:

  1. Governance
  2. Finance, Audit, Investment and Risk Management
  3. Compensation and Review
  4. Service Strategy
  5. Community Investment.

On occasion, the CIRA Board may decide to create Ad-hoc Committees to address a specific and urgent area of Board work, with a timeframe circumscribed as short-term. For the CIRA Board and Committees work, candidates need to be mindful of the time commitment for meetings preparation, materials review and the active participation required.

The CIRA Board composition includes: Twelve Board members elected by CIRA members, who are holders of dot-ca domain names. Board elections are held annually by on-line voting kicked off at CIRA’s Annual General Meeting (each fall, in September). Three others are non-voting Board Advisors, the President and CEO; the founder of the original .ca Domain Name; and the Government of Canada representative. The CIRA Board is not a starter Board and its role and responsibilities are subject to provisions of the CIRA Bylaws, the Canada Not-for-Profit Corporation Act and its regulations and other applicable legislation. The Board’s fiduciary responsibility is to ensure the best interests of CIRA and exercise the duty to care and the duty of loyalty in its oversight and strategic decision-making. Knowledge and appreciation of the CIRA’s multi-stakeholder community is also useful. In addition, the Board organizes an Orientation session to on-board new Board members and organizes a few brief Professional Development group trainings through the year. Experience in Board governance and/or senior management experience is desirable to strategically contribute to oversight of Management’s work in the strategic plan implementation.

The Nomination Committee

This work of the Nomination Committee is guided by the CIRA Policy on Nominations and Elections 2022, adopted by the CIRA Board on February 25, 2022 following the motion presented by the Governance Committee.

In September 2022, there will be four vacancies on the CIRA Board to be filled by Directors. One of these vacancies will be filled from the Member slate. Three of the vacancies will be filled from among those individuals nominated by the Nomination Committee. All elected Directors will serve a three-year term, and as the Bylaws state, Directors will not serve for more than three consecutive, three-year terms. The Nomination Committee candidate slate may consist of between five to nine individuals that the Nomination Committee considers will create the best balance of skills competencies, experience, background and personal characteristics to optimize the CIRA Board’s ability to carry out its role and responsibilities and to offer strategic leadership and oversight. The number of candidates to be placed on the Nomination Committee slate is determined at the discretion of the Committee, subject to the By-law restrictions.

Looking forward: CIRA in 2022

In 2022, we have embarked on the third-year of CIRA’s strategic plan and we envisage a mid-term review of progress in its implementation, given the evolving national and global IT context as well as the pandemic and post-pandemic era. For the first time this year, we organized Board professional development group training in Environment, Social and Governance (ESG) and also in Equity, Diversity and Inclusion (EDI). We will be giving further consideration on how these may be usefully integrated into CIRA strategic approaches, as we move forward. We also organized an exchange session with experts in the Domain Name system (DNS) to increase our Board members awareness, knowledge and connections in this multi-stakeholder community in which CIRA operates as the organization continues in earnest to implement our mission to build a trusted internet and to promote, manage and protect the integrity and security of the .ca domains, for the benefit of all Canadians.

In early March this year, Board members completed the Board Skills Matrix survey. This self-assessment provided each Board member the opportunity to assess their own competencies and capabilities as advanced, good or fair. Board members were advised to be self-critical in evaluating themselves. The Governance Committee discussed on March 25th the results of this assessment and took note of the areas of strengths around the Board table. A few areas of potential competencies and skills gaps have come to light. (Appendix A).

The CIRA Board Needs

The CIRA Board would benefit from the inclusion of candidates with a track record in transforming organizations through innovations, building positive cultures, promoting sustainability and fostering strong relationships rooted in trust, collaboration and mutual respect. The CIRA Board is a strategic Board and not an operational one. The Board manages and supervises the responsibilities delegated to Management to ensure appropriate oversight on performance and results.

Competencies

The recent Board skills survey initiated by the Governance Committee highlighted in particular, two areas that merit consideration.

  1. Experience and knowledge in the Domain Name System as well as the national and global ecosystem in which CIRA’s mission and strategic plan implementation operates; the addition of two individuals with domain expertise would be valuable. At least one with an entrepreneurial experience in the sector, a strategic mindset and appreciation of our multi-stakeholder community, would be beneficial.
  2. Financial literacy and experience in Finance, Audit, Investments and Risk oversight at the Board level and in the Committee work, including one or more persons with professional credentials and experience in these areas.

In addition, while our Board skills survey did not highlight the area of cybersecurity knowledge and experience gaps given the current Board composition, we believe that given the volatile landscape in which Internet Technologies are evolving, the pace of innovations and growth, the intensity and impacts of the disruptions as well as the costs to fix the actions caused by both national and global cyber threats and a variety of threat actors, CIRA’s work in protecting the internet and .ca domains for the benefit of all Canadians deserves continued attention. The CIRA Board aspires to stay both, current and future-focused in cybersecurity. Continued awareness on the importance of cybersecurity knowledge and expertise of the Board, for effective Board oversight in cybersecurity risk management is desirable.

Attributes

To ensure a good balance and orderly succession planning in Board membership as we embrace renewal and rejuvenation and strengthen our Board effectiveness, we strive to remain a performing and strategic Board. We ask that the Nomination Committee given consideration to attributes, including the ability to:

  1. Encourage collaboration and assist in building consensus.
  2. Frame pertinent questions and articulate views with evidence-based reasoning.
  3. Understand strategic risks and opportunities that may impact CIRA and propose sustainable solutions.
  4. Demonstrate leadership with a creative and innovative approach to problem solving.
  5. Consider diverse perspectives, experiences and solutions, in a spirit of openness and continuous improvement.

Diversity and Inclusion

Talented and experienced community leaders, who are committed to CIRA’s mission, understand the .ca business and who are able and willing to invest in making strategic contributions to our Board work. As a national not-for-profit corporation, we are committed to fostering a diverse and an inclusive Board culture, free of conscious or unconscious bias and discrimination. The CIRA Board would benefit from a mix of talented, qualified and diverse Directors who possess competencies, skills, experiences, cultural backgrounds and regional representation that reflects our rich Canadian ethos and our sector.

The CIRA Board is committed to embrace diversity, equity and inclusion in our Board composition and governance practices, as we believe it is good business practice and offers the potential to enhance our business results, reputational credibility and strategic edge. The CIRA Board would benefit from the continued inclusion of persons of diverse backgrounds including Canada’s designated groups: Women, Indigenous leaders including First Nations, Metis and Inuit, persons of colour representing different visible minorities, LGBT communities as well as persons with disabilities.

Regional representation

The current regional composition of the Board’s voting members includes: one from British Columbia, one from Alberta, six from Ontario, two from Nova Scotia, one from Québec and one from Saskatchewan. The Board Advisors include two from Ontario and one from British Columbia.

The three year Board term for four members who were elected in 2019, will be completed. This represents: one from Ontario, one from Nova Scotia, one from Québec and one from Saskatchewan. We would ask that you bear in mind the Board’s aspiration to be enriched with talent from across the provinces/regions of Canada, to ensure adequate representation of CIRA’s national multi-stakeholder community.

Bilingualism

The CIRA Board continues to carry out Board business, exclusively in English. The Board skills survey this year showed that four Board members are fluently bilingual and the numbers who understand both of Canada’s official languages is on the rise.

As a national organization with a mandate to promote and protect .ca domains across Canada for the benefit of all Canadians, we believe that both, English and French talent on the Board is welcome. We are committed to diversity in thought leadership and we understand that cultures and languages help us widen our horizons, grow our networks and partnerships and learn from best practices from across Canada.

Due Diligence Check

Should the Nomination Committee consider it useful and necessary to purse in-person or video- conference interview we would welcome it. In addition, the process of reference checks used in past years did ensure quality candidates were proposed in the final list of nominees. Should you consider your assessment of competencies, skills, backgrounds, attributes and the ability of candidates to dedicate the time required, understand governance issues, before they are proposed on the Nomination slate is necessary, you can be assured the logistics could be well managed by CIRA staff as part of the regular support to the Nomination Committee.

Kick-off Meeting of the Nomination Committee

We truly respect the impartiality, independence and integrity of the Nomination Committee members and the Committee mandate. We are mindful that your Committee mandate allows you nominate the best possible slate of nominees, who possess the overall competencies, backgrounds and attributes that will enable the Board to function optimally, as a whole.

As in past years, the Chair of the Board and the President and CEO would be pleased to attend the kick-off meeting of your 2022 Nomination Committee, prior to the commencement of your active review and deliberations on candidates.

Once again, our sincere thanks for your contributions to CIRA.

Readings Recommended

  1. The FY21-25 Strategic Plan
  2. Corporate Plan FY23
  3. CIRA Bylaw No. 1
  4. Appendix A and B – Board composition, term(s), competencies, skills, experience, diversity including gender, regions.

 

Jill Kowalchuk, Chair, CIRA Board of Directors

Iris Almeida-Côté, Chair, Governance Committee

 

Appendix A - CIRA Board Skills Matrix Results

Gender Parity
Current Board Members (12) Without Expiring Board Members (8)
Male Female NB/Other Male Female NB/Other
3 9 0 2 6 0
Indigenous, Black , Disability (Differently Able) or otherwise Visible Minority/Historically Underrepresented
Current Board Members (12) Without Expiring Board Members (8)
Yes No Yes No
5 7 4 4
Territory
Current Board Members (12) Without Expiring Board Members (8)
West Ontario Quebec East/Terr West Ontario Quebec East/Terr
3 6 1 2 2 5 0 1
Language
Current Board Members (12) Without Expiring Board Members (8)
English Only Bilingual (English and French) Other Language English Only Bilingual (English and French) Other Language
6 6 1 3 5 0
Board Experience (Sector)
Current Board Members (12) Without Expiring Board Members (8)
NFP SME/Tech Bus Public Sector Private Corp NFP SME/Tech Bus Public Sector Private Corp
12 8 5 4 8 4 2 2
Board Experience (Years)
Current Board Members (12) Without Expiring Board Members (8)
0-7.5 7.5-15 15-20 >20 0-7.5 7.5-15 15-20 >20
3 3 2 4 3 3 2 1
Key Skills (Appendix A)
  Current Board Members (12) Without Expiring Board Members (8)
  Adv/Exp Good Fair None/Min Adv/Exp Good Fair None/Min
Financial Literacy 3 5 4 0 0 5 3 0
Domain Name Industry 1 4 6 1 0 4 3 1
Helpful Skills (Appendix A)
  Current Board Members (12) Without Expiring Board Members (8)
  Adv/Exp Good Fair None/Min Adv/Exp Good Fair None/Min
Public Service 6 2 4 0 3 2 2 1
Strategic Planning 7 4 1 0 4 3 1 0
Investment Oversight 1 6 4 1 0 4 3 1
Risk Management 4 4 4 0 2 2 4 0
Legal 2 5 2 3 2 2 1 3
Human Resources 3 6 3 0 1 4 3 0
InfoTech/Technology Experience 3 5 4 0 2 3 3 0
Entrepreneur/Startup/Go-To-Market 1 3 7 1 0 2 5 1
Executive 6 3 3 0 2 3 3 0
Marketing & Communications 2 4 3 3 2 2 1 3

* Regarding Skills Targets 

For Key Skills, we expect at least some "advanced"/"strong" board members, in line with the target; it's critical to have some "advanced" persons.

For Helpful Skills, we expect to see "strong" (or, helpfully, advanced) members, in line with the target.

 

Guide to Ratings:

Advanced/Expert - You have significant expertise. You could teach and/or advise on the subject and/or you are recognized or certified as an expert or practitioner in the field.

Strong/Good - You have strong experience through current or previous employment or board positions. You understand the key fundamentals and concepts in the area and have applied them in practice with a high-level board

Fair - You have some basic knowledge of the area. You bring generalist-level experience that one would expect of a senior leader/director who makes decisions that need to consider these issues, but this is not an area of personal focus for you

None/Minimal - No or minimal experience in the area.

 

 

Appendix B - CIRA Board of Directors

Name Current term Role Tenure
Liza Aboud October 2021 - October 2024 Director Since 2021
Iris Almeida-Côté October 2019 - 2022* Chair, Governance Committee Since 2019
Colleen Arnold October 2019 - 2022* Chair, Compensation and Review Committee Since 2019
Gwen Beauchemin October 2021 - 2023 Director Since 2021 (2-year term)
Anne Butler October 2021 - October 2024 Director Since 2021
Andrew Escobar October 2020 - 2023 Vice-Chair, Board of Directors Since 2011
Eric Hill October 2021 - October 2024 Director Since 2021
Jill Kowalchuk October 2020 - 2023 Chair, Board of Directors Since 2017
Crystal Nett October 2019 - 2022* Chair, Finance, Audit, Investment and Risk Committee Since 2019
Alourdes Sully October 2020 - 2023 Chair, Services Strategy Committee Since 2020
Samantha Ventresca October 2021 - October 2024 Director Since 2021
Rob Villeneuve October 2019 - 2022** Chair, Community Investment Since 2013

* denotes a Director whose term is expiring in 2022.

** denotes a Director whose term is expiring in 2022 and has served for three (3) 3-year terms

Please note that the Board also has three advisors: CIRA’s President or his proxy; the founder of the original dot-ca Domain Name; ‎and a Government of Canada representative‎.