December 8, 2025 | Minutes

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

Held virtually
December 8, 2025

Attendance:

Board of Directors: Rob Villeneuve (Chair), Anne Butler (Vice-Chair), Colleen Arnold, Gwen Beauchemin, Graeme Bunton, Hélène Deschamps Marquis, Janice Diner, Matthew Gamble, Jill Kowalchuk, David Mackey, Crystal Nett, Darcy Smith

Board Advisors: Byron Holland, John Demco

Corporate Secretary: Brigitte LeBlanc-Lapointe

Regrets: None.

Guests: Sanita Alias, Adam Eisner, Jon Ferguson, Jane Fulford, Charles Noir, Devon Somppi, Paula Panetta, Deanna Young

1. Call to Order & Approval of Agenda

The meeting was called to order by the Chair at 1:03pm ET on December 8, 2025.

IT WAS MOVED by David Mackey and SECONDED by Anne Butler that the agenda be approved.
Motion carried unanimously.

1.2 Conflict of Interest Disclosure

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

2. In-Camera Session (Directors only)

B. Holland, S. Alias, A. Eisner, J. Ferguson, J. Fulford,
C. Noir, P. Panetta and D. Young withdrew from the meeting.

The Board held an in-camera session.

B. Holland, S. Alias, A. Eisner, J. Ferguson, J. Fulford,
C. Noir, P. Panetta and D. Young rejoined the meeting.

3. Consent Agenda

IT WAS MOVED by Crystal Nett and SECONDED by Graeme Bunton that item 3.1 of the consent agenda be approved as amended and that the remaining items be received.
Motion carried unanimously.

Discussion ensued regarding the officers’ certificate reporting on statutory obligations, and it was noted that this data is provided on a quarterly basis. Management will consider the timing of the certificate, having regard to director fiduciary duties.

4. Finance, Audit Investment & Risk Management Committee (“FAIR”)

The Chair of FAIR presented highlights from the Committee’s recent meeting, including:

Discussion relating to an anticipated revenue shortfall and management’s mitigation measures aligned with the approved budgeted deficit.
Confirmation that a net asset policy is in place to govern financial management guardrails, with no changes to the policy proposed by management and such recommendation was accepted by the Committee.
Discussion of the bank signing authority policy, noting that revisions are typically only required upon changes to key positions on the Board and within CIRA.

IT WAS MOVED by Crystal Nett and SECONDED by Colleen Arnold that the revised Bank Signing Authority Policy, as recommended by the Finance, Audit, Investment & Risk Management Committee, be approved as presented.
Motion carried unanimously.

5. Governance Committee

The Governance Committee Chair reported on the Committee’s recent meeting and highlighted matters arising from the Returning Officer’s report, including considerations regarding use of the membership list.

Director Compensation Policy

Proposed amendments to the Director Compensation Policy were presented and discussed.

IT WAS MOVED by Hélène Deschamps Marquis and SECONDED by David Mackey that the revised Director Compensation Policy, as recommended by the Governance Committee, be approved as presented.
Motion carried unanimously.

D. Somppi joined the meeting.

6. By-law Amendment

In connection with a notice to CIRA from Innovation, Science and Economic Development Canada (“ISED”) of changes ISED is making as it pertains to the way in which it interacts with external organizations, and in particular with Boards of Directors, with the result that ISED officials would no longer participate as observers on CIRA’s Board of Directors. Instead, the close relationship between the two parties would be reflected through a formal Memorandum of Understanding.

The Governance Committee Chair presented proposed amendments to CIRA’s By-law No. 1 removing the Government Representative as Board Advisor, and advised that, upon approval, the proposed by-law amendments would take effect immediately.

IT WAS MOVED by Graeme Bunton and SECONDED by Jill Kowalchuk that

1) By-law No. 1, as amended and restated in the form presented to the directors (the “2025 Amended and Restated By-law”) and as recommended by the Governance Committee, is hereby approved as the by-law of the Corporation;

2) the 2025 Amended and Restated By-law be submitted to the members at the next annual general meeting for confirmation; and

3) following confirmation by the members, any director or officer is directed to certify a copy of the 2025 Amended and Restated By-law to be placed in the minute book of the Corporation.
Motion carried unanimously.

7. CIRA Policy on Membership Review

The Governance Committee Chair presented proposed amendments to the Policy on Membership to make certain clarifying updates consistent with the spirit of the Policy on Membership and CIRA’s by-laws.

The Committee Chair further advised that a broader governance review is being contemplated as part of the Governance Committee workplan.

IT WAS MOVED by Darcy Smith and SECONDED by Anne Butler that the revised Membership Policy, as recommended by the Governance Committee, be approved as presented.
Motion carried unanimously.

In addition, work will be ongoing on membership engagement more broadly.

8. Other Business

8.1 Approval of AGM Date

IT WAS MOVED by Anne Butler and SECONDED by Graeme Bunton that CIRA’s FY26 Annual General Meeting (AGM) be held on September 23, 2026.
Motion carried unanimously.

8.2 Corporate Calendar

The Corporate Calendar was received and reviewed.

8.3 Board Work Plan

The Board Work Plan was received and reviewed.

8.4 Action Item Register

The Action Item Register was received and reviewed. Discussion ensued regarding timely progression of long-standing items.

8.5 Next Meeting

The next meeting was confirmed as being scheduled on February 18th and 19th, 2026.

9. In-Camera Session

A. Eisner, J. Ferguson, J. Fulford, C. Noir, D. Somppi,
P. Panetta and D. Young withdrew from the meeting.

The Board held an in-camera session with some management present.

B. Holland and S. Alias withdrew from the meeting.