2023/02/28 & 2023/03/01 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at the Fairmont Hotel Vancouver on February 28, 2023 at 9:00 a.m. PT

Directors attending: Liza Aboud, Colleen Arnold, Don Bowman, Gwen Beauchemin (via Webex), Anne Butler (via Webex), Andrew Escobar, Matthew Gamble, Eric Hill, Jill Kowalchuk, Samantha Ventresca, Alourdes Sully, Michael Zahra

Advisors: John Demco, Byron Holland

Regrets: Heather Dryden

Corporate Secretary: Brigitte LeBlanc-Lapointe

Recording Secretary: Lynn Gravel

Guests: Sanita Alias, Spencer Callaghan, Albert Chang (via Webex), Adam Eisner, Marc Fares, Jon Ferguson, Jane Fulford, Tanya O’Callaghan

Approval of Agenda

It was resolved that the agenda be adopted as presented.

(Moved: A. Sully, seconded: M. Zahra, motion unanimously carried)

Declaration of Conflict of Interest

The Corporate Secretary asked Directors if they had any conflict of interest to declare relating to the business of the meeting.

There were no conflicts of interest declared.

S. Alias, A. Chang, A. Eisner, M. Fares, J. Ferguson, J. Fulford, L. Gravel, B. Holland and T. O’Callaghan withdrew from the meeting.

In-Camera Session

The Board held an in-camera session.

Following the in-camera session, S. Alias, A. Chang, A. Eisner, M. Fares, J. Ferguson, J. Fulford, L. Gravel, B. Holland and T. O’Callaghan re-joined the meeting.

Chair’s remarks

The Chair thanked management for the material provided for the meeting. The Chair also thanked the team for a very successful CIRA Canadians Connected event held in Vancouver on February 27, 2023.

Consent Agenda

The Chair called for any items to be removed from the consent agenda for discussion.

5.1 Report on Statutory Obligations

5.2 Approval of the Draft Minutes of the October 28, 2022 Board of Directors’ Meeting

5.3 Management Report

5.4 Q3/FY23 Financial Results

5.5 Q3 FY23 Risk Management Report

5.6 Report from the Services Strategy Committee

5.7 Report from the Community Investment Committee

It was therefore resolved that item 5.2 on the consent agenda be approved with a minor edit and the remaining item be received.

(Moved: M. Zahra, seconded: M. Gamble, motion unanimously carried)

.CA Campaign Measurement, including French Language Campaign Update

Staff noted that the primary intent of the presentation was to provide the results on the performance of the .CA marketing campaign.

Staff provided an overview of the results from the FY23 marketing campaign and provided a brief visual history of the evolution of the campaign, from the first iteration in FY19 titled “Don’t be a Traitor” through to the “Domain Squad” to the current campaign, “Listen to the Goose”.

Staff noted that a total of 1,743 respondents completed an online survey in December 2022 targeting SMEs (small to medium-sized enterprise) and the public (via online panel and Registrants via email invite) in the Greater Toronto Area (GTA), Greater Vancouver Area (GVA), English Greater Montreal Area (GMA) and French GMA.

Staff reported that overall key brand metrics were holding steady. The marketing efforts and activities were showing positive results across almost all key performance indicators. Staff also reported that the French language campaign performance was strongest for raising awareness of .CA as an option for Quebec businesses and encouraging Quebeckers to choose .CA for their businesses.

Staff will continue to analyze the campaign performance to deepen the understanding of brand awareness and preference drivers. The results and findings of the campaign will also inform the team in preparation for the FY24 marketing strategy and planning.

The directors and staff engaged in discussions on the foregoing and related matters, including marketing campaigns in other geographies.

Corporate Plan and Budget FY24

The Board received the FY24 Corporate Plan and Budget as tabled.

The Chair of the Finance, Audit, Investment and Risk Management (“FAIR”) Committee presented updates to the FY24 Corporate Plan and Budget and outlined the Committee involvement in respect thereof. The Committee Chair noted the Committee had met on two occasions to review the FY24 Priorities and Budget. The Committee provided input on the FY24 priorities and plans, and thereafter reviewed the preliminary high-level revenue and expenditure allocation assumptions, followed by the detailed budget. Thereafter, staff discussed the significant aspects of the budget with the Committee.

Staff noted that the FY24 budget considerations are consistent with the FY21-25 Refreshed Strategic Plan with a conservative .CA growth; an increase in diversified services revenues; operating expenditures with investment in talent (additional new hires); ESG; and travel to pre-COVID projections. A balanced budget by FY25 is also targeted.

After questions and discussion, it was therefore resolved that the Board approve the FY24 detailed budget submission and corporate plan, as recommended by the FAIR Committee.

(Moved: C. Arnold, seconded: L. Aboud, motion unanimously carried)

Report from the Governance Committee

The Chair of the Committee reported on the activities of the Governance Committee, which met twice since the last Board meeting.

The Committee had reviewed the proposed changes to the 2023 Policy on Nominations and Elections, which comprised primarily date changes to reflect the 2023 election schedule and as well, changing the reference from Wainberg’s to Nathan’s to correspond to the By-law.

The Governance Committee was therefore recommending that the the Board approve the 2023 Policy on Nominations and Elections as presented.

(Moved: M. Gamble, seconded: M. Zahra, motion unanimously carried)

The Chair of the Committee noted that the Committee had reviewed the proposed changes to the Directors’ Code of Conduct and Policy on Conflicts of Interest and Financial Associations.

It was therefore resolved that the Board approve the revised Directors’ Code of Conduct and Policy on Conflicts of Interest and Financial Associations as recommended by the Governance Committee.

(Moved: A. Sully, seconded: M. Gamble, motion unanimously carried)

The Chair of the Committee referred the Board to the revised terms of reference of the FAIR Committee, where some items have been clarified and/or re-ordered.

It was therefore resolved that the Board approve the terms of reference of the FAIR Committee as presented, with minor edits.

(Moved: A. Escobar, seconded: M. Gamble, motion unanimously carried)

The Chair of the Governance Committee also noted that the Committee had determined that it was timely to conduct a review of the director compensation policy, which was last reviewed by an independent consultant ten years ago. The Chair noted that the review was not with the intention of necessarily making changes to compensation but to receive an updated independent view in this regard. Following a request for proposal, a consultant was retained and its work is currently underway.

The Chair of the Governance Committee noted that the Committee had also reviewed the Board Skills Matrix and Skills Gap Assessment and no changes were proposed to the survey questions from last year. Directors will be asked in the next week to submit their self-assessment forms, indicating their level of knowledge and skills in various areas. The results from these self-assessment forms will then be used to inform the Report to the Nomination Committee.

S. Callaghan joined the meeting.

Report from the Finance, Audit, Investment and Risk Management Committee

After providing a brief update on the activities of the FAIR Committee, the Chair of the Committee noted that the proposed changes to the Bank Signing Authority policy reflect the recent changes to the signing authorities in the organization.

The FAIR Committee was therefore recommending that the Board approve the Bank Signing Authority policy, as presented.

(Moved: L. Aboud, seconded: C. Arnold, motion carried unanimously)

The Chair of the Committee noted that the Committee had also reviewed the Signing Authority Policy, which would replace the current Corporate Authorization Matrix. Staff highlighted the procedures and signing authority matrix.

The FAIR Committee was therefore recommending that the Board approve the Signing Authority Policy with a minor amendment.

(Moved: M. Zahra, seconded: M. Gamble, motion unanimously carried)

Annual General Meeting (“AGM”) Format

Staff noted that as a result of the feedback received from a wide spectrum of CIRA stakeholders after the 2022 AGM, staff revisited the general purpose of the AGM.

Staff presented several recommendations, including the format and platform used. After discussion, it was the consensus of the Board to move forward with the recommendation to conduct a virtual and stand-alone AGM.

S. Callaghan withdrew from the meeting.

Policy Update

Staff provided an update on CIRA’s policy and advocacy activities.

Staff reminded the Board that CIRA continually monitors global internet governance developments, as well as federal and provincial political party platforms, ministerial mandate letters, and departmental workplans and budgets to keep a line of sight on when and where new policy issues or opportunities may emerge. Staff highlighted the current areas of focus and the upcoming activities. Staff noted that there were clear opportunities to position CIRA in the internet policy discourse, and that CIRA is increasingly asked to provide analysis and advice to the government.

There was discussion on the current activities, specifically Bill C-26 and its potential impact to CIRA. Other discussions ensued regarding the internet performance test (IPT) program and OCAP (First Nations principles of ownership, control, access, and possession).

Other Business

The Chair of the Board reviewed the action items register and noted a few items to consider. The workplan for the year was tabled and reviewed.

Next Meeting

The next meeting will be held on April 12, 2023.

S. Alias, A. Chang, A. Eisner, M. Fares, J. Ferguson, J. Fulford, L. Gravel and T. O’Callaghan withdrew from the meeting.

In-Camera Session

The Board held an in-camera session.

B. Holland withdrew from the meeting, and the Board resumed their in-camera session.

Adjournment

On motion by E. Hill and seconded by G. Beauchemin, the meeting was adjourned at 4:54 p.m. and reconvened on March 1, 2023 at 9:00 a.m.

Minutes of the Meeting of the CIRA Board of Directors held at the Fairmont Hotel Vancouver on March 1, 2023 at 9:00 a.m.

Advisors: John Demco, Byron Holland

Regrets: Heather Dryden

Corporate Secretary: Brigitte LeBlanc-Lapointe

Recording Secretary: Lynn Gravel

Guests: Sanita Alias, Nimrah Anwar (the Delphi Group), Albert Chang (via Webex), Adam Eisner, Marc Fares, Farr Fatemi (the Delphi Group, via Webex), Jon Ferguson, Jane Fulford, Tanya O’Callaghan

Environmental Sustainability Strategy

The Board received an update on CIRA’s ESG (Environmental, Social and Governance) activities, with a specific focus on the environmental sustainability strategy as tabled.

The Delphi Group provided an overview of the project to date. In the Fall of 2021, the Board explored CIRA’s ESG program, particularly in the areas of S and G and noted an opportunity to evolve CIRA’s environmental sustainability strategy and overall ESG metrics. Since that time, the environmental sustainability strategy has advanced from Phase 1 to Phase 2 across the three pillars (green workplace, green operations, green internet). In FY23, management commenced Phase 2 of the environmental sustainability strategy – setting specific carbon reduction targets with timelines, adopting a reporting methodology for tracking progress and communicating it internally/externally, and compiling procurement guidelines.

The Delphi Group provided an overview of CIRA’s climate targets, Greenhouse Gas (“GHG”) reporting strategy, and sustainable procurement. There was discussion regarding the purchase of carbon offsets and the cost estimate. Staff noted that at this time, the organization will prioritize and plan for the execution of carbon reduction measures recommended by Delphi for reducing scope 1 & 2 emissions.

The Delphi Group noted that there are a number of opportunities for CIRA to directly reduce its GHG emissions and the organization will continue to assess these options in Phase 3.

N. Anwar and F. Fatemi withdrew from the meeting.