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Minutes of the Meeting of the CIRA Board of Directors held at CIRA Offices in Ottawa, on May 15, 2019 at 9:00 a.m. ET

Directors attending: Alex Beraskow, Ryan Black, Don Bowman, Andrew Escobar, Matthew Gamble, Rowena Liang, Tyson Macaulay, Louise Macdonald, Helen McDonald, Bill Sandiford, Rob Villeneuve

Advisors: John Demco, Byron Holland, Pamela Miller

Regrets: Jill Kowalchuk

Guest: Albert Chang

Corporate Secretary: Paul Havey

Recording Secretary: Lynn Gravel

1. Approval of Agenda                                                              

It was moved by L. Macdonald and seconded by M. Gamble that the agenda for the meeting be adopted as presented.

2. Approval of the Draft Minutes of the May 1, 2019 Board of Directors’ Meeting

It was moved by R. Liang and seconded by B. Sandiford that the draft minutes of the May 1, 2019 Board of Directors’ meeting be adopted as presented.

3. Composition of the Nomination Committee

The Governance Committee held a meeting on May 2, 2019 to discuss and select the preferred candidates out of the 36 applications received for the Nomination Committee. The selection was based on various factors, including industry experience, not-for-profit or public sector work experience, diversity and governance experience of the candidates.

There was discussion regarding regional diversity.  It was noted that CIRA’s Bylaw sets out various factors for the Board to consider when selecting individuals to be on the Nomination Committee, which includes regional diversity. It was further noted that regional diversity was a key consideration for the Governance Committee when selecting candidates this year, as a balance of representation across the country could help ensure a regionally representative board.

On the recommendation of the Governance Committee it was therefore resolved that the Board of Directors appoint the following people to the Nomination Committee for a term of two (2) years, starting May 15, 2019: Margie Parikh, Anar Popatia, Richard Simpson, Jacob Glick, Jennifer LaPlante, Christopher Hunt and Dora Koop.

(Moved: B. Sandiford, seconded: L. Macdonald, against: A. Beraskow, motion carried)

4.   Report from the Governance Committee

The Chair of the Board presented the draft letter to the Nomination Committee regarding CIRA’s Board competencies and diversity. The report focuses on the skills gap on the Board that would exist if the Directors currently up for re-election this year are not re-elected by the Members. The Board agreed to proceed with the draft letter as presented, with the removal of one sentence. 

The Committee reminded the Board of the timing of the Board and Committee effectiveness survey.  The aim is to discuss the results of the Board and Committee effectiveness survey at the September meeting.

The Chair of the Committee reported that comments had been received on the Board charter, which is currently being revised. It was noted that an updated version of the Board charter would be re-circulated to the Committee, and then to the Board at a later date.

5.   Other Business

There was no other business to discuss.

A. Chang, P. Havey, B. Holland and L. Gravel withdrew from the meeting.

6.    In-Camera Session

The Board of Directors held an in camera session.

7.   Adjournment

There being no further business, the meeting was concluded at 10:45 a.m.