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Minutes of a Meeting of the Board of Directors of the
Canadian Internet Registration Authority (CIRA)

Held virtually on July 21, 2023


Board of Directors: Liza Aboud, Colleen Arnold, Gwen Beauchemin, Don Bowman, Anne Butler, Andrew Escobar (Vice-Chair), Eric Hill, Jill Kowalchuk (Chair), Samantha Ventresca, Alourdes Sully, Michael Zahra

Board Advisors: Byron Holland, John Demco, Heather Dryden

Corporate Secretary: Brigitte LeBlanc-Lapointe

Regrets: None

Guests: Adam Eisner, Jane Fulford, Deanna Young

1.  Call to Order & Approval of Agenda

The Chair called the meeting to order at 10:04am on July 21, 2023.

IT WAS MOVED by Anne Butler and SECONDED by Don Bowman that the agenda be approved as presented.

Motion passed unanimously.

1.2  Conflict of Interest Disclosure

There were no conflicts of interest declared in relation to the meeting items.

2. Approval of Audited Financial Statements

The Chair of the FAIR Committee thanked Staff for the hard work that went into the audited financial statements. It was noted that the FAIR Committee reviewed the audited financial statements with the auditors at their meeting on July 6th. The Committee was pleased with the auditors, their report, and the fact that it was a clean audit with no issues presented.

In response to a question from the Board, it was confirmed that increasing cloud-service costs are accounted for in the current and upcoming budgets.

CIRA staff noted that last year there was a new finance leadership team in place and a thorough and comprehensive review of the information management systems was undertaken as part of the enterprise resource planning implementation. Two recommendations came out of this process, both of which were addressed.

The IT General Controls audit last year supported the FY2023 audit as the auditors had previously gone through this process and were able to reduce the materiality threshold due to the confidence from last year’s audit. Additionally, the finance team was able to support an interim audit (Jan-Mar) to support the subsequent audit at the end of March.

In response to a question from the Board it was confirmed that there were no items outside of the traditional scope of an audit that required attention, and that matters relating to information security were satisfactory.

IT WAS MOVED by Eric Hill and SECONDED by Colleen Arnold that:

a) Subject to the receipt of the final audit opinion and signed management representation letter, the FY23 audited financial statements be approved as presented;

b) The FY23 audited financial statements be presented to the members of CIRA at the next Annual General Meeting; and

c) Kowalchuk and A. Sully be authorized to sign the FY23 audited financial statements on behalf of the Board of Directors to signify its approval.

Motion passed unanimously.

3. Recommendation of Auditor

It was recommended to the Board that they recommend the re-appointment of Welch LLP as the auditors of CIRA for the upcoming fiscal year.

IT WAS MOVED by Andrew Escobar and SECONDED by Anne Butler that the Board of Directors recommend the re-appointment of Welch LLP as CIRA’s auditors and that a motion be presented at the next Annual General Meeting for approval by the Members.

Motion passed unanimously.

4.    Next Meeting: September 28, 2023

5.    In-camera session 

The Board held an in-camera session.

6.    Adjournment

IT WAS MOVED by Michael Zahra and SECONDED by Anne Butler that the meeting of the Board of directors be closed.

Motion passed unanimously.

The Chair adjourned the meeting at 11:25 a.m. ET.