2007/08/08 Minutes

Minutes of the Meeting of the CIRA Board of Directors held via teleconference on August 8, 2007 at 4:00 p.m. Ottawa time.

Directors attending: Annette Cyr, John Demco, Robert Ford, Heather Dryden (ex-officio), Christopher Goodfellow, Ron Kawchuk, Lynne Mackan-Roy (Vice-Chair), Ross Rader, Bill Reid, Debi Rosati (Chair), Jeff Rybak, Jacob Glick (Secretary)

Regrets: Richard Anderson, Clyde Beattie (ex-officio)

Recording Secretary: Lynn Gravel (CIRA)

1. Approval of Agenda

Minutes of the Meeting of the CIRA Board of Directors held via teleconference on August 8, 2007 at 4:00 p.m. Ottawa time.

Regrets: Richard Anderson, Clyde Beattie (ex-officio)

Recording Secretary: Lynn Gravel (CIRA)

1. Approval of Agenda

The Chair proposed that the agenda be amended to include the following items: 1) Revised Terms of References Executive Committee; 2) Purchase of Oracle Licences; and 3) Executive Search Services.

It was resolved that the agenda be adopted with these amendments.

(Moved: A. Cyr, seconded: L. Mackan-Roy)

2. Update on Search for New Chief Executive Officer

Pursuant to the announcement of the President and CEO’s departure and in order to transition the authority from the CEO to the CIO and Interim COO, the Board of Directors proposed the following resolutions:

WHEREAS Bernard Turcotte’s employment with the Canadian Internet Registration Authority will end effective August 31, 2007,

AND WHEREAS the Board of Directors wishes to see the transition to a new President and Chief Executive Officer (CEO) proceed in a stable and orderly manner,

AND WHEREAS wishes to create the new position of Chief Information Officer (CIO),

NOW THEREFORE, BE IT RESOLVED THAT:

the Board of Directors ratifies the appointment of Ron Harbottle as Interim Chief Operating Officer (COO), effective July 31, 2007;

the Board of Directors ratifies the delegation of the powers and authority of the President and CEO to the Interim COO, effective July 31, 2007;

the Board of Directors ratifies the creation of the position of CIO;

the Board of Directors ratifies the appointment of Norm Ritchie as CIO, effective July 31, 2007;

the Executive Committee is hereby empowered to develop and approve the CIO’s conditions of employment and to delegate appropriate powers and authority to the CIO;

both the CIO and the Interim COO will report to the Board of Directors, though its Chair; and

the Executive Committee is hereby delegated responsibility for recommending a new President and CEO to the Board of Directors.

(Moved: R. Rader, seconded: R. Ford, unanimously carried)

3. Bank Signing Authorization

It was resolved by the Board of Directors:

1. That Royal Bank of Canada (the “Bank”) is appointed banker for the Company.

2. That the persons holding the offices identified in Schedule A that may be certified from time to time by the Secretary are authorized on behalf of the Company from time to time:

to withdraw or order transfers of funds from the Company’s accounts by any means including the making, drawing, accepting, endorsing or signing of cheques, promissory notes, bills of exchange, other orders for the payment of money of other instruments or the giving of other instructions;

to borrow money and obtain other credit from the Bank in such amounts and on such terms as may be deemed appropriate, whether by loan, advance, overdraft or by any other means;

to mortgage, hypothecate, charge, pledge, convey, assign, transfer or create a security interest in any or all of the property, real and personal, immoveable and moveable, undertaking and rights of the Company, present and future, to secure the payment and performance of any or all of the present and future liabilities and obligations of the Company to the Bank;

to sign any agreements or other documents or instruments with or in favour of the Bank, including the Bank’s general financial services agreement and contracts relating to products or services provided by the Bank to the Company;

to do any one or more of the following:

to receive from the Bank any cash or any securities, instruments or other property of the Company held by the Bank, whether for safekeeping or as security, or to give instructions to the Bank for the delivery or other transfer of any such cash, securities, instruments or other property to any person named on those instructions;

to deposit with or negotiate or transfer to the Bank, for the credit of the Company, cash or any security, instrument or other property, and for those purposes to endorse (by rubber stamp or otherwise) the name of the Company, or any other name under which the Company carries on business, on any security or instrument;

to instruct the Bank, by any means, to debit the accounts of third parties for deposit to the credit of the Company;

to receive statements, instruments and other items (including paid cheques) and documents relating to the Company’s accounts with or any service of the Bank (including any revisions to the Bank’s rules and manuals of operation), and to settle and certify the Company’s accounts with the Bank;

to receive from the Bank any software and any security devices, including security cards, codes, and passwords, relating to electronic banking services or electronic communications between the Company and the Bank, and to determine and set the levels and limits of authority applicable to individual security devices; and

f) generally to exercise all rights, powers and authorities which the board of directors of the Company may exercise under the authority of the Company’s charter and by-laws and the laws governing the Company.

3. That the provisions contained in the Bank’s general financial services agreement including, without limitation, the provisions concerning the binding effect of electronic communications received by the Bank from or in the name of the Company, are expressly approved.

4. That all instruments, instructions, agreements and documents made, drawn, accepted, endorsed or signed (under the corporate seal or otherwise) as provided in this Resolution and delivered to the Bank by any person, shall be valid and binding on the Company, and the Bank is hereby authorized to act on them and give effect to them.

5. That the Bank be furnished with:

(a) a copy of this Resolution; and

(b) a list of the names of the persons authorized by this Resolution to act on behalf of the Company, and with written notice of any change which may take place in such list from time to time, and with specimens of the signatures of all such persons;

each certified by the Secretary of the Company; and

(c) in writing, any authorization made under paragraph 2 (e) of this Resolution.

6. That any document furnished to the Bank as provided for in paragraph 5 of this Resolution shall be binding upon the Company until a new document repealing or replacing the previous one has been received and duly acknowledged in writing by the branch or agency of the Bank where the Company has its account.

SCHEDULE A TO
THE RESOLUTION REGARDING
BANKING AND SECURITY
of the
Canadian Internet Registration Authority

For items identified in sub-paragraphs 2 (a), (b) or (c) of the Resolution:

For amounts of:

Up to $10,000 – two of the Chair of the Board, Chair of the Audit Committee, Interim Chief Operating Officer, Manager Finance

Over $ 10,000 up to $100,000 – two of the Chair of the Board, Chair of the Audit Committee, Interim Chief Operating Officer

Over $100,000 – two of the Chair of the Board, Chair of the Audit Committee, Interim Chief Operating Officer

2. For items identified in sub-paragraphs 2 (d) or (e) of the Resolution, one of the Chair of the Board, Chair of the Audit Committee, Interim Chief Operating Officer.

(Moved: A. Cyr, seconded: L. Mackan-Roy, unanimously carried)

4. Revised Terms of References Executive Committee

Staff recommended to the Board of Directors that the Terms of References be revised to amend paragraph 5 (b) and 6 (b).

Be it resolved that the Board of Directors approve the revised Terms of Reference for the 2006-2007 Executive Committee as presented below:

2006-2007 EXECUTIVE COMMITTEE TERMS OF REFERENCE

INTERPRETATION

1. Definitions. Unless otherwise specified, the words and expressions used in these Terms of Reference shall have the same meaning as in By-law No. 1 of the Corporation.

2. Complement to By-laws, etc. The provisions of these Terms of Reference are intended to complement and enhance in a consistent manner, the requirements that arise at law and in the By-laws of the Corporation.

3. Interpretation. These Terms of Reference shall be, unless the context otherwise requires, construed and interpreted in accordance with the interpretation provisions of the Corporation’s By-laws.

PURPOSE

4. The mandate of the Executive Committee shall be to act on behalf of the Board of Directors when the Board is not in session.

COMPOSITION

5. The Executive Committee shall be comprised of:

(a) The Chair and Vice-Chair of the Board of Directors, the Chair of the Audit Committee, the Chair of the Technical Oversight Committee and the Chair of the Governance Committee.

(b) The Interim Chief Operating Officer who shall be a non-voting member.

(d) The quorum at all meetings of the Executive Committee shall consist of a majority of the number of members appointed to the Executive Committee.

(e) The Chair of the Executive Committee shall be the Chair of the Board of Directors.

(f) The Secretary of the Executive Committee shall be appointed by the members of the Executive Committee.

RESPONSIBILITIES

6. The Executive Committee shall:

(a) Discuss and organize the agenda of Board meetings;

(b) Confer with the Interim Chief Operating Officer on any issue of Board management and, without limiting the Interim Chief Operating Officer’s ability to confer with others, act as a sounding board for the Interim Chief Operating Officer;

(c) Lead the review on CEO performance and report the results to the Board. In its review, the Committee will assess the linkage of executive compensation philosophy and executive incentive plans to the Company’s financial and nonfinancial performance and the Company’s corporate goals and objectives;

(d) At least once annually, review and recommend to the Board for approval the CEO’s compensation, based on the Committee’s evaluation of CEO performance, provided that the Committee’s recommendation of annual variable pay will be subject to the approval of and establishment by the Board of annual guidelines with respect to variable pay compensation. In assessing the long-term incentive component of CEO compensation, the Committee should consider the Company’s performance and the value of similar incentive awards to CEOs at comparable companies, and awards given to the CEO in past years;

(e) At least once annually, succession plans for Executive Management, including specific development plans and career planning for potential successors, provided that the Board must approve the succession plans for the CEO;

(f) At least once annually, review and recommend to the Board for approval the compensation (including annual variable pay and other incentive awards) of individual members of Executive Management other than the CEO, after taking into consideration the evaluation and recommendations of the CEO, provided that any variable pay will be subject to the approval of and establishment by the Board of annual guidelines with respect to variable pay compensation;

(g) Approve the levels and types of benefits, including perquisites, that may be granted to Executive Management, subject to the terms of any applicable employee benefit plans and guidelines established by the Board; and

(h) Approve all agreements, including those dealing with retirement, termination of employment, or other special circumstances, between the Company and any member of Executive Management.

RULES OF PROCEDURE

7. The Executive Committee shall ensure that all Executive Committee meetings are announced in advance to other Board members who may attend in an ex-officio capacity;

8. The Executive Committee shall not limit the powers or function of any Director who serves on the Executive Committee; and

9. The Executive Committee shall have its duties and functions reviewed by the full Board on an annual basis.

10. Meetings of the Executive Committee may be convened at the direction of the Chair thereof.

11. No business shall be transacted by the Executive Committee except at a meeting of the committee members at which a quorum is present.

12. All members of the Executive Committee shall be entitled to one (1) vote at meetings of the Executive Committee. The Chair of the Executive Committee shall not have a second or casting vote.

13. The Secretary of the Executive Committee shall be elected by its voting members. The Secretary shall keep minutes of each meeting and copies thereof shall be sent to the members of the Executive Committee and the Board of Directors as requested.

14. Unless otherwise provided herein, the meetings and proceedings of the Executive Committee shall be governed by the provisions of the By-laws of the Corporation that regulate meetings and proceedings of the Board of Directors insofar as the same are applicable thereto.

(Moved: B. Reid, seconded: C. Goodfellow, unanimously carried)

5. Other Business

5.1 Purchase of Oracle Licences

The Chair informed the Board of Directors that staff needed to purchase additional Oracle licenses for the backup site and an approval from the Board would be required. The Chair referred the purchase to the Technical Oversight Committee to review and make a recommendation to the Board of Directors.

5.2 Executive Search Services

The Chair informed the Board of Directors that two proposals have been received and the Executive Committee would review and select the firm to engage at its upcoming meeting. The Chair noted that the President and CEO’s profile will be forwarded to the Board of Directors for their input.

6. Next Meeting

The next meeting of the Board will be held in Toronto, on September 6, 2007.

7. Adjournment
There being no further business the meeting was concluded at 4:45 p.m. Following the meeting, the Board of Directors held an in-camera session.