Minutes of a Meeting of the Board of Directors of the
Canadian Internet Registration Authority (CIRA)
Held virtually on April 12, 2023
Attendance:
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: John Demco, Heather Dryden, Byron Holland
Regrets: Matthew Gamble
Guests: Brigitte LeBlanc-Lapointe (Corporate Secretary), Albert Chang (Corporate Counsel), Deanna Young (Governance Analyst)
1. Call to Order & Approval of Agenda
The Chair called the meeting to order at 4:02p.m. ET on April 12, 2023.
IT WAS MOVED by Michael Zahra and SECONDED by Samantha Ventresca that the agenda be approved.
Motion passed unanimously.
2. Conflict of Interest Disclosure
The Corporate Secretary lead a brief discussion regarding conflict of interest and in response to a question from the Board, clarified that it is not uncommon for companies to have Nomination Committees comprised of Directors who are standing for re-election.
In the interest of avoiding the perception of a conflict, it was disclosed that:
- Kowalchuk would not participate in discussions regarding the formation of the Nomination Committee as her current term expires at the upcoming AGM.
- Ventresca., G. Beauchemin and L. Aboud disclosed personal or professional relationships with one or more of the Nomination Committee candidates.
3. Approval of Draft Minutes
The Chair presented the draft minutes from the February 28 & March 1, 2023 meeting to the Board for review and approval.
IT WAS MOVED by Alourdes Sully and SECONDED by Gwen Beauchemin that the meeting minutes from February 28 and March 1, 2023, be approved.
Motion passed unanimously.
4. Report from the Governance Committee
Composition of the 2023 Nomination Committee
The Chair of the Governance Committee provided an overview of the evaluation of candidates for the 2023 Nomination Committee, completed at their meeting on March 28. The Board was advised that the Governance Committee was pleased with the quality of candidates and engaged in a vigorous and lengthy discussion regarding same. Emphasis was placed on a) re-balancing of jurisdictional representation of the Committee, and b) ensuring continued diversity of Committee members (backgrounds and professional experience), with a focus on not-for-profit and academic experience.
In response to a question from the Board, the Chair of the Governance Committee noted that there were approximately 27 applicants this year, and that further to a recommendation from the Nomination Committee, the 2023 Nomination Committee was reduced in size from twelve (12) members to ten (10).
IT WAS MOVED by Colleen Arnold and SECONDED by Liza Aboud that Mark Milotay, Anar Shamji Popatia, Sonja Solomun, Adam White and Guangbin Yan be appointed to the CIRA Nomination Committee for a term of two (2) years, commencing April 12, 2023:
Motion passed
(6 in favour, 0 against, 5 abstentions)
5. Other Business
No other business was discussed.
6. Next Meeting
Next Board Meeting: June 7, 2023 in Ottawa, Ontario.
7. In-Camera Session
The Board held an in-camera session.
Albert Chang and Deanna Young withdrew from the meeting.
8. Adjournment
IT WAS MOVED by Anne Butler and SECONDED by Eric Hill that the meeting of the Board of directors be closed.
Motion passed unanimously.
The Chair adjourned the meeting at 5:24 p.m. ET.
