Letter to the nomination committee

Following an annual board skills survey, CIRA’s board submits a letter to the nomination committee that outlines the skills and experience needed on the board to ensure balanced representation on the election ballot. The nomination committee looks to this letter when reviewing applications and selecting candidates; as should members when endorsing nominees and voting for candidates.

May 1, 2023

Chair, 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 2023 CIRA Nomination Committee,

Thank you to each of you for agreeing to serve on CIRA’s Nomination Committee. We wish to express our appreciation 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, allowed CIRA to benefit from the best talent Canada has to offer.

We wish to inform you that following the 2022 Annual General Meeting, CIRA provided an orientation session for new and returning members of the Board of Directors. Further to recommendations made by the 2022 Nomination Committee, CIRA will continue to build on and expand that process.

We take this opportunity to provide you highlights on some of our current and upcoming areas of 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 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 per 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 Corporations Act, 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 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 CIRA’s Policy on Nominations and Elections 2023, adopted by CIRA’s Board on February 28, 2023 following the motion presented by the Governance Committee.

In September 2023, there will be four (4) vacancies on CIRA’s Board. 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 CIRA’s 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 Bylaw restrictions.

Looking forward: CIRA in 2023

In 2023, we have embarked on the fourth year of CIRA’s 5 year strategic plan and we completed 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. Continuing our commitment to providing guidance and professional development the CIRA Board drafted and adopted a revised Board Charter outlining the roles and responsibilities of each Board member and Committee. Also, CIRA staff are organizing a table-top exercise on Ransomware to increase our Board members awareness and knowledge 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.

Earlier this year, Board members once again 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 the results of this assessment on March 28th 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 continued contributions 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 and oversight Board, 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 two key skills sets 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. In particular, CIRA is looking for candidates that are able to enumerate specific granular examples of their experience in the domain name industry.
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 (i.e. CPA, CFA, FMVA, etc) and recent experience in one or more of these areas. In particular, CIRA is seeking candidates with advanced, practical experience.

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 give 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.

Regional representation

The current regional composition of the Board’s voting members includes: one (1) from British Columbia, one (1) from Alberta, eight (8) from Ontario and two (2) from Nova Scotia. The Board Advisors include two from Ontario and one from British Columbia.

The three year Board term for four (4) members who were elected in 2020, will be completed. This represents: three (3) from Ontario and one (1) from Alberta. We would ask that you bear in mind the Board’s aspiration to be enriched with talent from across Canada, to ensure 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 pursue 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.

With the current Board Chair up for re-election this year, the Board Vice-Chair, together with the Governance Committee Chair and the President and CEO would be pleased to attend the kick-off meeting of your 2023 Nomination Committee, prior to the commencement of your active review and deliberations on candidates.

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.

Andrew Escobar, Vice-Chair, CIRA Board of Directors

Eric Hill, Chair, Governance Committee

Appendix A – CIRA Board Skills Matrix Results