Skip to main content

April 8, 2020

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:  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 2020 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 of the Board, 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 four vacancies on the Board in September 2020 to be filled by Directors who will serve three-year terms. Three 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.

The Nomination Committee candidate slate consists of between five to nine 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.

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.

Results from all 12 elected Board members are reflected in Appendix B.

Appendix C includes the list of current board members indicating their roles, their current term and those whose terms end in 2020. Please note Ryan Black, one of the authors of this letter, is one of the directors whose term expires in 2020. As such, we would ask for your discretion when discussing any aspect of his candidacy with the writers of this letter and suggest that you directly contact the Board Chair, Helen McDonald.

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 2020, there would be one continuing board members from BC, four from Ontario, one from Quebec, one from Nova Scotia 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 that we would like to emphasize as more critical to our organization’s successful future. 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. Historically the Board has had one or two people with strong governance backgrounds; and while CIRA now has an external corporate secretary, it will be critical to secure this experience. 
  • We also wish to maintain some depth of experience in the industry in which CIRA operates, including an understanding of emerging industry trends, and experience in starting and growing an IT business, as CIRA seeks to exercise its diversification strategy. There should be candidates whose experience include managing multiple lines of business, or C-suite experience. Given the diversification strategy, entrepreneurialism is another key attribute.
  • As a small non-profit in the highly competitive Ottawa talent market, we would prefer candidates for the CIRA board to have a good understanding of the need for and experience in encouraging diversity and inclusiveness in the workforce, and in methods of managing and retaining top talent.
  • It would be helpful to see candidates with experience, and understanding of the areas of law related to CIRA’s business, such as Internet, IT, and privacy, etc.

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 2020. As was done in the prior year, the Board Chair would be pleased to attend (possibly by video-conference) at the beginning of the Nomination Committee meeting on July 8 to provide an overview of CIRA activities and priorities to provide deeper context for the committee and at the end of the meeting to receive any feedback the committee may have for consideration for the future. The Board Chair will not participate in the deliberations of the Nomination Committee in any way, and the Governance Chair hereby declares his conflict of interest and will remain uninvolved.

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 Board Chair would be pleased to share the views of the board 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

Following is the board skills matrix.  As discussed at our last board meeting it is requested that you complete a self-assessment of your skills as they relate to the needs of the CIRA board as a whole in order to assist in identifying any skills gaps that may exist in the board complement and communicate those to the Nomination Committee.  If you are of the view that you possess important but unlisted skills in relation to the overall needs of the Board or would care to elaborate on your basis for self-assessment, please do so as it would assist in the process.

You are not asked to comment on the other factors or personal characteristics with respect to your own attributes but if you feel there are other important factors or characteristics that are important to the board as a whole, please feel free to note them for input into the process.

Please assess your skills on the following scale:

Advanced – solid experience and, if applicable, verifiable credentials that together constitute extensive experience and comprehensive knowledge

Good – practical experience and demonstrated competency to practice

Fair – conceptual knowledge with limited experience

Director Key Strengths Competency Self-rating Comments
Previous Board of Directors Experience Experience in serving on public, private, or not-for-profit Boards operating with strong governance policies and practices.    
Global experience Understanding of the Internet multi-stakeholder environment and ecosystem in which CIRA is a participant.    
Not-for-Profit and Public sector experience Not-for-Profit and Public sector experience including knowledge of how governments operate, and the Canadian regulatory regime in which CIRA operates.    
Organizational Strategic Plan 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.    
Business / Corporate Planning Experience Experience in business / corporate planning for public, private, or not-for-profit sectors.    
Finance Understanding of financial operational management and the proper application of internal controls for public, private, or not-for-profit sectors.    
Accounting & Audit  Financial literacy and knowledge of financial reporting, and knowledge of the considerations and issues associated with the auditing requirements for public, private or not-for-profit sectors.    
Investment Performance oversight experience

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.

   
Risk Management Experience in the process of identifying principal enterprise-wide corporate risks and to ensure that management has implemented the appropriate systems to mitigate and manage risk.    
Legal background

Background, experience, and understanding of the areas of law related to CIRA’s business, such as contract, Internet, IT, privacy, trademark, patent, etc.

   
Human Resources Experience  Understanding of human resource considerations and issues such as executive recruitment, succession planning, total compensation, performance management and organizational development.     

Industry experience

Industry experience related to CIRA’s line of business and mandate, including an understanding of emerging industry trends.

   
Technical Experience and understanding of the technology that CIRA operates.    
Marketing and communications experience Experience in marketing and communications.    

Other Factors:

  • Regional diversity
  • Gender and ethnic diversity
  • Orderly board succession and board leadership succession

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 April 2020 - Skills Self-Assessment

 

Board Members Gender Board Experience Global Experience Not for Profit and Public Sector Experience Organizational Strategic Planning Business & Corp Planning Finance Accounting & Audit Investment Performance Oversight Experience Risk Management Legal Human Resource Experience Industry Experience Technical Marketing & Communications Experience
    A B A A B B A B A B A A B B
Target   9 2 2 6 4 2 2 1 2 1 2 3 2 2
CURRENT (12)

M-7

F-5

A-6

G-5

F-1 

A-5

G-6

F-1

A-8

G-3

F-1

A-9

G-3

F-0

A-10

G-2

F-0

A-5

G-6

F-1

A-4

G-6

F-2

A-4

G-5

F-3

A-5

G-5

F-2

A-4

G-4

F-4

A-7

G-4

F-1

A-6

G-4

F-2

A-5

G-3

F-4

A-3

G-7

F-2

WITHOUT DIRECTORS FOR RE-ELECTION (8)

M-4

F-4

A-4

G-3

F-1

A-4

G-3

F-1

A-5

G-2

F-1

A-6

G-2

F-0

A-7

G-1

F-0

A-3

G-4

F-1

A-3

G-3

F-2

A-3

G-4

F-1

A-4

G-3

F-1

A-3

G-3

F-2

A-5

G-2

F-1

A-4

G-2

F-2

A-4

G-0

F-4

A-2

G-4

F-2

 

A – must haves

B – should haves

M - Male

F - Female

A - advanced

G - good

F - fair

 

 

Appendix C - CIRA Board of Directors

Name Current term Role
Iris Almeida-Côté October 2019 – 2022 Director
Colleen Arnold  October 2019 – 2022 Director
Ryan Black October 2017 – 2020* Chair, Governance Committee
Don Bowman October 2018 – 2021 Director
Andrew Escobar October 2017 – 2020* Chair, Finance, Audit, Investment and Risk Committee
Matthew Gamble October 2018 - 2021 Director
Jill Kowalchuk October 2017 – 2020* Co-chair, Community Investment Committee
Tyson Macaulay  October 2017 – 2020* Director 
Helen McDonald October 2018 - 2021 Chair, Board 
Crystal Nett October 2019 – 2022 Director
Bill Sandiford October 2018-2021 Co-chair, Community Investment Committee 
Rob Villeneuve October 2019 – 2022 Vice-Chair, Board and Chair, Compensation and Review Committee

 

*denotes a Director whose term is expiring