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May 18, 2021

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

Dear Chair(s) of the Nomination Committee,

Re:  Updated Letter for CIRA Board Competencies and Diversity

We are writing on behalf of the CIRA Board to outline our assessment of the skills, competencies and personal characteristics which we believe are needed to fill anticipated gaps on the CIRA board through the 2021 election.

As in the past, these needs have been identified through director self-reports against the knowledge, skills, experience and behaviours that the Governance Committee believes are required to support our future work. We are hopeful that the information provided in this letter, together with any additional information which you may request of the Chair, Governance, will allow the Nomination Committee to effectively discharge its responsibilities.

Background

CIRA is governed by a 15-member Board of Directors who are responsible for the overall governance of the affairs of CIRA in support of CIRA’s dot-ca stewardship and strategy on behalf of Canada’s Internet community and users. Board members also serve on one or more of these committees: 

  • Finance, Audit, Investment and Risk Management
  • Community Investment
  • Governance
  • Compensation and Review
  • Service Strategy

Three of the Board positions are non-voting Board advisors: CIRA’s President or his proxy; the founder of the original dot-ca Domain Name; and a Government of Canada representative. Twelve other Board members are 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. 

There will be five vacancies on the Board in September 2021 to be filled by Directors.  Four of these vacancies will be filled from among those individuals nominated by the Nomination Committee, and one of them will be filled from the Member slate. One of the Nomination Committee vacancies will be for a Replacement Seat, filling out the remainder of Ryan Black’s term. Thus, all Directors elected will serve three-year terms except for the Replacement Seat, who shall be elected for a two-year term.

The Nomination Committee candidate slate consists of between six to twelve individuals that the Nomination Committee considers will create the best balance of skills, experience and personal characteristics, as well as an appropriate level of diversity on the Board to optimize its performance. 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.

Approach Taken by the CIRA Board

The skills matrix for self-assessment is similar to that used in previous years, but the Board re-vamped its questionnaire to streamline the headings.

A description of the categories comprising the skills matrix may be found in Appendix A.  As was the case last year, Board members were asked to self-assess their capabilities as advanced, good or fair, but with a heightened emphasis on being self-critical and evaluating such descriptors in the context of a board like CIRA’s.

Results from all 12 elected Board members are reflected in Appendix B. We have included in Appendix B also included a description of the “advanced”, “good” and “fair” criteria against which we asked board members to select their rating against the capabilities in Appendix A.

Appendix C includes the list of current board members indicating their roles, their current term and those whose terms end in 2021.  Please note Helen McDonald, the current Chair of the Board and one of the authors of this letter, is one of the directors whose term expires in 2021.  As such, we would ask for your discretion when discussing any aspect of her candidacy with the writers of this letter and suggest that you directly contact the Chair of the Governance Committee, Ryan Black (who has also authored this letter).

The term limit on directors was set at nine consecutive years in a policy change in 2016.

Discussion

The objective of the Nomination Committee is to nominate the best possible slate of nominees to its slate that not only complement the existing skill strengths on the Board but also possess the overall competency and personal characteristics that will enable the Board to function optimally as a whole. We therefore ask that the Nomination Committee consider that each of the nominees should generally have demonstrated skills and attributes as follows:

  • Demonstrated leadership skills that ideally include an indication of a creative and innovative approach to problem solving.
  • Ability to listen and be open to others’ perspectives including an ability to ask pertinent questions to help foster mutual understanding.
  • Ability to synthesize and build consensus including the ability to articulate a point of view with objective reasoning.
  • Ability to understand risks, opportunities and implications both environmental and internal that may impact CIRA.

In addition, both orderly succession of Board membership and a need for renewal and rejuvenation of the Board membership are considered important to ensure a consistently high performing Board.

Diversity Mandate

CIRA is a national not-for-profit corporation that represents the interests of Canadians generally with respect to its mandate.  For this reason, the Board would ask the Committee to consider the diversity of the Board in all its aspects, that it might be broadly representative of the diverse constituencies, interests and make-up of the Canadian population.  Information is provided to the Committee with respect to two of the many aspects of diversity: 

  • The Board’s diversity composition (excluding ex-officio members) may be found in Appendix B.  We ask you to bear in mind our strong desire to have a fair representation of women and other historically underrepresented persons on the Board.
  • With respect to regional representation, two of the elected Board members come from British Columbia, six from Ontario, one from Quebec, one from Nova Scotia, one from Saskatchewan and one from Alberta. Excluding those members whose terms finish in 2021, there would be three continuing board members from Ontario, one from Quebec, one from Nova Scotia, one from Alberta and one from Saskatchewan. We ask you to bear in mind our strong desire to have representation from across Canada.

Board Characteristics

The current Board possesses a good balance of the skills and backgrounds considered critical to optimal functioning; however, there are some specific skills and characteristics that we would like to emphasize as more critical to our organization’s successful future. You can see evidence of that in Appendix B.  In addition to this perspective, the priority of needs has been informed by the need to provide for orderly succession over the coming years, maintaining experience while providing for rejuvenation.

Fundamental Characteristics, Background and Experience: 

  • We do not consider the Board to be an entry level board and therefore it is important to its effective functioning that all its members have a good understanding of the duties and responsibilities of directors and board governance in the not-for-profit and/or the for-profit sectors and solid board experience.  This will be of critical importance in the coming years. 
  • We seek more candidates for the CIRA board with a human resource management background, a good understanding of the need for and experience in encouraging diversity and inclusiveness in the workforce, and experience in methods of managing and retaining top talent.
  • We also wish to increase the level of experience on the board in the domain name industry in which CIRA operates, including an understanding of current and emerging business and industry trends.
  • We are also looking for entrepreneurial experience (that is, demonstrated leadership in leading an entrepreneurial and innovative business, business unit or organization) at the executive level, in ‎starting a technology business or pursuing a “go ‎to market” strategy at the enterprise or line of ‎business level.
  • While we do not consider it mandatory for the Board to include lawyers, with Ryan Black resigning from the Board, we note that the Board no longer has any lawyers (practicing or non-practicing) and so it would be helpful to consider this as part of the mix of Nomination Committee candidates put forward.
  • We would also very much welcome candidates with experience, and understanding of the areas of law related to CIRA’s business, such as Internet, IT, and privacy, etc. We believe these topics will become increasingly salient in the near future.

The identification of these characteristics is not intended to suggest that we are wishing to augment the skills in these areas in isolation from considerations relating to diversity and a range of styles of leadership and persuasion (such as independent mindedness, collegiality and courage to take a position as well the ability to ask probing and relevant questions).

We request that the Nomination Committee ensure an in-person or video conference interview process and reference checks prior to finalizing the list of nominees as this would permit them to better assess the skills and personal characteristics of the individuals put forward for election and their ability to put in the time required to understand the issues at play.

Additional Materials

Please find attached two additional documents which may assist the committee in understanding the current priorities and challenges at CIRA.  The FY21-25 Strategic Plan document provides an overview of current issues and strategies and is supported with an overview of the current operating plan entitled “Corporate Plan Fiscal Year 2021".  You will note from Appendix C that the Chair term ends following completion of this election. The Board Chair will not participate in the deliberations of the Nomination Committee in any way, and the Chair hereby declares her conflict of interest and will remain uninvolved. Ryan Black, as the Chair of the Governance Committee, would be pleased to attend (possibly by video-conference) at the beginning of the Nomination Committee meeting on May 4 to provide an overview of CIRA activities and priorities.

Closing Comments

On behalf of the Board and the Governance Committee, we would like to thank all the members of the Nomination Committee, and you as the Nomination Committee Chair, for your service in this important role. The CIRA Board hopes that you find this information useful in your deliberations and that your task of reviewing the many applications anticipated is made easier. Our purpose in providing you with this information is in no way intended to fetter your discretion in finding the most qualified nominees that the Nomination Committee believes will best serve the CIRA Board but merely to add to your toolkit which currently includes paper submissions and interviews with short-listed potential Board members. If either of us can be of any assistance in providing information to you, please let us know at your earliest convenience. 

The Chair of the Governance Committee would be pleased to share the views of the board (based on our internal review processes) on the outgoing directors or any directors who may present themselves for election, should you desire.

 

Yours sincerely,

 

Helen McDonald, Board Chair

Ryan Black, Chair, Governance Committee

 

Appendix A - CIRA Board Skills Matrix - Self-assessment

SKILLS MATRIX QUESTIONS/HEADINGS:

High Level Board Expertise: Experience in serving on public, private, or not-for-profit Boards operating with strong governance policies and practices.

Organizational Strategic Planning: Experience with planning, evaluating, and developing organizational strategic plans, and allocating resources to achieve desired outcomes. This includes a demonstrated ability to focus on longer term goals and strategic outcomes, as separate from day to day management and operational experience.

Risk Management: Experience in identifying enterprise corporate and strategic risks and ensuring that board and management have implemented the appropriate systems to mitigate and manage risk.

C-Suite/Executive: Executive or C-suite level operational experience with (a) P&L responsibility and accountability, or (b) significant experience in the private, not-for-profit, or public sector.

Human Resource: Understanding of human resource considerations and issues such as executive recruitment, succession planning, total compensation, change management or leading in organizational transformation and development, as well as performance management.

DNS / Registrar / CIRA Biz: Experience and understanding of the registry, DNS, and ‎similar areas in which CIRA operates, as well as an understanding of these ‎technologies, the domain name ecosystem, industry challenges and ‎emerging trends.‎

Entrepreneur/Startup/Go-To-Market: Executive level or entrepreneurial experience in starting a technology business or pursuing a “go to market” strategy at the enterprise or line of business level.

Gov’t Grant, NFP Funding: Not-for-Profit and public sector experience in providing services or programs for public benefit, or community funding programs.

Financial Controls, Accounting: Financial literacy and knowledge of the proper application of internal controls, financial reporting, and knowledge of the considerations and issues associated with the auditing requirements for public, private or not-for-profit sectors.

Legal: Background, experience, and understanding of the areas of law related to CIRA’s business, such as privacy, content regulation, trademark, patent law, etc.

InfoTech/Technology Experience: Industry experience related to high technology ‎companies, including an understanding of emerging industry trends such ‎as cybersecurity, best practices in IT governance, and compliance to ‎applicable IT and systems standards.‎

Marketing & Communications: Experience in strategic, brand, and tactical marketing and communications, as well as digital marketing.

Investment Oversight: Investment oversight experience including knowledge of investment products/vehicles, market risk, impact of portfolio mix on risk/return and selection and oversight of Investment Manager performance.

ALSO, PERSONAL CHARACTERISTICS:

Ability to listen and be open to others perspectives including the ability to ask pertinent questions

Able to synthesize and build consensus including the ability to articulate a point of view with objective reasoning

Ability to understand risks, opportunities and implications. 

Appendix B - CIRA Board Skills Matrix Results (April 2021) (Updated May 2021)

Gender Parity
  Current Board Members (12) Without Expiring Board Members (7)
Target Male Female NB/Other Male Female NB/Other
Parity 6 6 0 2 5 0
Indigenous, Black or otherwise. Visible Minority/Historically Underrepresented
  Current Board Members (12) Without Expiring Board Members (7)
Target Yes No Yes No
30 to 40% 3 9 3 4
Territory
  Current Board Members (12) Without Expiring Board Members (7)
Target West Ontario Quebec East/Terr West Ontario Quebec East/Terr
Across Canada 4 6 1 1 2 3 1 1
Key Skills (Appendix A)
    Current Board Members (12) Without Expiring Board Members (7)
  Target* Adv/Exp Good Fair None/Min Adv/Exp Good Fair None/Min
High Level Board Experience 9 4 7 1 0 3 4 0 0
Organizational Strategic Planning 6 6 4 2 0 4 3 0 0
Risk Management 4 3 5 4 0 2 3 2 0
C-Suite/Executive 3 6 3 3 0 4 2 1 0
Human Resource 3 2 7 2 1 2 4 1 0
DNS/Registrar/CIRA Biz 3 5 3 4 0 2 2 3 0
Accounting & Audit 2 4 6 2 0 3 3 1 0
Entrepren./Startup/Go-To-Market 2 4 1 5 2 1 1 5 0
Helpful Skills (Appendix A)
    Current Board Members (12) Without Expiring Board Members (7)
  Target* Adv/Exp Good Fair None/Min Adv/Exp Good Fair None/Min
Gov't Grant, NFP Funding 3 3 4 5 0 3 1 3 0
Financial Controls, Accounting 3 3 3 5 1 3 1 3 0
Legal 2 2 4 6 0 0 3 4 0
InfoTech/Technology Experience 2 3 4 4 1 0 3 3 1
Marketing & Communications 2 2 0 8 2 2 0 5 0
Investment Oversight 1 0 6 4 2 0 5 1 1

*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 - Significant expertise and could teach and/or advise on the subject, or is a recognized or certified expert or practitioner in the field. At a high-level board such as CIRA, we expect that a number of board members will often select Strong/Good.

Good - Strong experience through current or previous employment or positions, understanding the key fundamentals and concepts in the area and having applied them in practice, bringing strength in this area to a high-level board. At a high-level board such as CIRA, we expect that a number of board members will often select Strong/Good.

Fair - Some basic knowledge of the area; bringing "table stakes" in this area to the Board. Please do not feel that you need to select "Strong/Good" to be worthy of participating in an area of conversation. At a high-level board like CIRA we expect that board members may select "Fair" for many items.

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

 

 

Appendix C - CIRA Board of Directors

Name Current term Role Tenure
Iris Almeida-Côté October 2019 - 2022 Director Since 2019
Colleen Arnold  October 2019 - 2022

Director

Chair, Compensation and Review Committee

Since 2019
Ryan Black October 2020 - 2021**

Director

Chair, Governance Committee

Since 2017
Don Bowman October 2018 - 2021*

Director

Chair, Service Strategy Committee

Since 2018
Andrew Escobar October 2020 - 2023 Director Since 2011
Matthew Gamble October 2018 - 2021* Director Since 2018
Jill Kowalchuk October 2020 - 2023

Director

Vice-Chair and Co-chair, Community Investment Committee

Since 2017
Helen McDonald October 2018 - 2021*

Director 

Chair, Board

Since 2015
Crystal Nett October 2019 - 2022

Director

Chair, Finance, Audit, Investment and Risk Committee

Since 2019
Bill Sandiford October 2018 - 2021*

Director

Co-chair, Community Investment Committee

Since 2012
Alourdes Sully October 2020-2023 Director Since 2020
Rob Villeneuve October 2019 - 2022 Director Since 2013

* denotes a Director whose term is expiring in 2021.

** denotes a Director who is resigning in 2021, with 2 years remaining on his term for the Replacement Seat.

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.