Approved by the Board September 14, 2022
Canadian internet registration authority (“cira”)
1. Statement of Purpose
The Board of Directors (the “Board”) of the Canadian Internet Registration Authority (“CIRA” or the “corporation”) is elected by CIRA’s members and is responsible for the stewardship of the corporation. The purpose of this charter is to describe the principal responsibilities and duties of the Board and the policies and procedures that apply to the Board in discharging its duties and responsibilities. This charter should be read together with CIRA’s constating documents, including its Certificate of Continuance under the Canada Not-for-profit Corporations Act and By-law No. 1, the Directors’ Code of Conduct and the Policy on Conflicts of Interest and Financial Associations.
2. Chair of the Board
The Chair of the Board (the “Chair”) is appointed by the Board, based on the majority vote of the Directors in attendance at a meeting of the Board, for a term as set out in By-Law No. 1 (not greater than two years).
3. Roles and Responsibilities of the Board
The Board is accountable to CIRA’s members and other stakeholders and is responsible for supervising the management of the business and affairs of the corporation. The Board will act honestly and in good faith and in the best interests of the corporation, and each member of the Board must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
The responsibilities of the Board include:
- Establish an appropriate and ethical corporate culture, with due regard for environmental, social and governance issues and the promotion or diversity, equity and inclusion;
- Review and approve from time to time the CIRA vision, mission and goals;
- Be satisfied that the corporation has implemented a robust strategic planning process, and provide input to, review and approve the corporation’s strategic direction and strategic plan;
- Understand and oversee the management of the corporation’s principal risks and be satisfied that procedures are in place for appropriate management of risk;
- Review and approve annual operating and capital plans and budgets;
- Appoint, monitor the performance of, and establish the compensation of the President & Chief Executive Officer (“CEO”).
- Succession plan for the Board and CEO, and be satisfied that the CEO has established appropriate succession plans for senior management.
- Establish delegation and approval guidelines for management;
- Monitor management performance against strategic and business plans;
- Monitor financial reporting and financial management; and review and recommend to members the annual audited financial statement;
- Monitor the corporation’s internal control environment and management information systems, including oversight of cyber security and business continuity plans;
- Recommend to members the auditor to be appointed at the annual meeting of members;
- Be satisfied that management has adopted appropriate measures for engagement with the corporation’s members and stakeholders;
- Be satisfied that the corporation has established policies and procedures designed to ensure that the corporation, its directors, officers and employees comply with all applicable laws, rules and regulations and conduct their business ethically and with honesty and integrity;
- Maintain suitable records of Board proceedings; and
- Address all other relevant matters required by law.
The Board has delegated responsibility for the day-to-day management of the corporation’s business and affairs to the CEO.
The Board may, subject to law, delegate certain matters to Board committees on such terms as it may see fit.
4. Director Duties:
Each director, and the Board as a whole, has a fiduciary responsibility to act in the best Interests of the corporation, and owes the corporation a duty to care and duty of loyalty in their oversight and decision-making. Directors are expected to come well prepared for meetings, and to actively inform themselves on matters or strategic relevance to the business of the corporation.
5. Advisor Role:
Board Advisors are entitled to attend meetings of the Board and its committees as set out in By-Law No. 1, but they are not directors and are not entitled to vote at any meetings.
6. Committees of the Board
Board committees are established to facilitate the work of the Board and are accountable to the Board. The Board has established the following standing committees:
- Governance Committee
- Compensation and Review Committee
- Finance, Audit, Investment and Risk Management Committee
- Market Strategy Committee
- Community Investment Committee and Community Investment Evaluation Panel
The Board can at any time create a new standing committee, change or refine the mandate of a committee, or establish one or more ad-hoc committees, to consider and address relevant issues.
7. Access to Information and Advisors
In carrying out its duties, the Board and each of its Committees (in each case collectively as a whole and not as individual directors):
- will have access to the books, records, facilities and personnel of the CIRA that are relevant and necessary in carrying out their duties; and
- may, from time to time, with the consent of the Chair of the Board, retain an outside advisor at the corporation’s expense and determine the advisor’s fees and terms of engagement.
8. Board Meetings
Frequency of Meetings: Meetings of the Board will be held at least quarterly, with additional meetings held depending on the state of the corporation’s affairs and the opportunities or risks the corporation faces.
Agenda: The Chair of the Board is responsible, in consultation with the CEO, for establishing the agenda for each Board meeting. Each director may suggest items for inclusion on the agenda and may raise issues at any Board meeting that are not on the meeting agenda.
In camera meetings: After each meeting of the Board, the directors may meet without management present.
9. Corporate Secretary
The Corporate Secretary is responsible for ensuring that minutes are completed after each meeting.
10. Review of Mandate:
The Governance Committee will review and assess the adequacy of the Board mandate at least annually and will recommend any proposed changes to the Board for its consideration. The Board may, subject to law, amend this mandate at any time.