Minutes of a Meeting of the Board of Directors of the
Canadian Internet Registration Authority (CIRA)
Held at 979 Bank Street, Suite 400, Ottawa, ON, on June 7, 2023
Attendance:
Board of Directors: Liza Aboud (virtual), Colleen Arnold, Gwen Beauchemin, Don Bowman, Anne Butler, Andrew Escobar (Vice-Chair), Matthew Gamble, Eric Hill, Jill Kowalchuk (Chair), Samantha Ventresca, Alourdes Sully, Michael Zahra
Board Advisors: Byron Holland, Andre Arbour, John Demco
Corporate Secretary: Brigitte LeBlanc-Lapointe
Regrets: Heather Dryden
Guests: Brigitte LeBlanc-Lapointe, Sanita Alias, Albert Chang, Adam Eisner, Marc Fares, Jon Ferguson, Jane Fulford, Josh Tabish, Deanna Young
1. Call to Order & Approval of Agenda
The Chair called the meeting to order at 9:03am Eastern time.
IT WAS MOVED by Alourdes Sully and SECONDED by Michael Zahra that the agenda be approved.
Motion passed unanimously.
1.2 Conflict of Interest Disclosure
There were no conflicts of interest declared in relation to the meeting items.
2. In-camera – directors only
The Board held an in-camera session.
3. Chair’s Remarks
The Chair welcomed the new Governance Analyst and the new Executive Assistant to the team at CIRA and the meeting at hand.
4. CEO’s Remarks
The President & CEO welcomed attendees to the meeting and provided general updates on recent CIRA activities, the regulatory landscape and trends in the domain name industry.
5. Consent Agenda
The Chair noted that the consent agenda items were shared in advance of the meeting, and invited board members to remove items from the consent agenda for discussion.
IT WAS MOVED by Eric Hill and SECONDED by Andrew Escobar that the minutes of the meeting on April 12, 2023 be approved and that the remaining items in the Consent Agenda be received.
Motion passed unanimously (with Matthew Gamble abstaining on the approval of the minutes of the meeting on April 12, 2023).
6. Committee Reports
6.1 Report from the Governance Committee
The Chair of the Governance Committee directed the Board’s attention to the written report provided in the meeting materials and noted the following highlights:
Guidelines for Board Communication
The Guidelines for Board Communication document was presented to the Board for review and approval. CIRA staff noted that these guidelines were drafted by CIRA’s Corporate Counsel in consultation with the Corporate Secretary and external counsel.
IT WAS MOVED by Michael Zahra and SECONDED by Gwen Beauchemin that the Guidelines for External Communication be approved as presented.
Motion passed unanimously.
Board Effectiveness Survey
The Governance Committee Chair noted that not everyone completed the survey, but that there was sufficient data to analyze for the year. The survey flagged that the primary area for improvement related to the Board receiving more information regarding CIRA’s stakeholders and engagement with them. It was noted that as a result of the survey, this was addressed in the updated management report provided as part of the consent agenda. The directors discussed the response rate and results of the survey more generally.
Guidance to Nomination Committee
The Governance Committee Chair outlined the regarding guidance provided to the Nomination Committee, and noted that two primary areas of expertise were identified as being priorities for the upcoming nominations, namely financial literacy, and domain name system experience and knowledge, along with other attributes and factors for consideration by the Nomination Committee.
Director Compensation
The Chair of the Governance Committee provided an update on director compensation review, , noting that following the issuance of a request for proposal, Corporate Governance Partners (CGP) was retained to conduct the survey. The purpose of the review is to ensure that the current compensation rates for directors are fair and reasonable, given that a similar review was last completed approximately 10 years ago. In response to a question from the Board, it was clarified that all comparator organizations were identified by CGP and through interviews with CIRA personnel. Discussion ensued with respect to the suitability of the list of comparators identified by CGP , given its importance in performing the review.
6.2 Report from the FAIR Committee
The Chair of the FAIR Committee directed the Board’s attention to the written report provided in the meeting materials and noted that the primary focus of the last meeting was the net assets framework, which included CIRA’s auditor.
Statement of Investment Policies and Procedures (SIPP)
Investment oversight and objectives are being reviewed by the FAIR Committee, and the Committee is considering options and any potential updates to the SIPP.
6.3 Report from the Services Strategy Committee
The Chair of the Service Strategy Committee directed the Board’s attention to the written report provided as part of the meeting materials.
7. Other Business
7.1 Policy Advocacy Update | Bill C-26 Update
The Chair introduced Josh Tabish, Senior Manager of Policy and Advocacy to the Board and thanked him for providing an update on Bill C-26.
Staff provided an overview of Bill C-26, which introduces new legislation with a goal to increase cybersecurity in federally regulated entities. Bill C-26 will likely be studied by the Standing House of Commons Standing Committee on Public Safety & National Security (SECU) in June or September 2023. There was discussion around Bill C-26’s relevance to CIRA, as well as CIRA’s engagement regarding Bill C-26, including its publication of a blog post in May and other advocacy and feedback.
The Board was advised that CIRA has a public policy imperative to engage on this topic. In response to a question from the Committee it was noted that:
- CIRA is a registered lobbyist and files the appropriate reports with the Office of the Commissioner of Lobbying of Canada.
- there is a policy decision making framework that is adhered to when deciding where to focus resources,
- as a membership based organization, CIRA members are made aware of CIRAs position statements through various mediums, including but not limited to blog posts and posts on social media.
7.2 Action Items Register
No discussion ensued on this item.
7.3 Board Workplan
No discussion ensued on this item.
8. Next Meeting: June 28, 2023
7. In-Camera
The Board held an in-camera session.
8. Adjournment
IT WAS MOVED by Colleen Arnold and SECONDED by Alourdes Sully that the meeting of the Board of directors be closed.
Motion passed unanimously.
The Chair adjourned the meeting at 4:16 p.m. ET.
