Minutes of a Meeting of the Board of Directors of the
Canadian Internet Registration Authority (CIRA)
Held at 319 McRae Avenue, Suite 700, Ottawa, ON,
February 18, 2026
Attendance:
Board of Directors: Rob Villeneuve (Chair), Anne Butler (Vice-Chair), Colleen Arnold, Gwen Beauchemin (partially virtual), Graeme Bunton, Hélène Deschamps Marquis, Janice Diner, Matthew Gamble, Jill Kowalchuk, David Mackey, Crystal Nett (virtual), Darcy Smith
Board Advisors: Byron Holland, John Demco
Corporate Secretary: Brigitte LeBlanc-Lapointe
Regrets: None.
Guests: Sanita Alias, Adam Eisner, Jon Ferguson, Jane Fulford, Paula Panetta, Deanna Young
1. Call to Order & Approval of Agenda
The meeting was called to order by the Chair at 9:03am ET on February 18, 2026.
IT WAS MOVED by Gwen Beauchemin and SECONDED by Crystal Nett 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)
D. Young withdrew from the meeting.
The Board held an in-camera session.
D. Young rejoined the meeting.
B. Holland, S. Alias, A. Eisner, J. Ferguson,
J. Fulford, and P. Panetta joined the meeting.
3. Chair’s Remarks
The Chair welcomed the Directors and highlighted changes within the Board committees at both the membership and chair levels. He acknowledged the hard work and preparation undertaken in advance of the meeting by Staff and Board members.
4. President & CEO’s Remarks
The President & CEO thanked Board and Committee members for their preparatory work and noted that the materials presented would support strategic and forward-looking discussions. The President & CEO highlighted the significant work performed at the committee level in advance of the Meeting, and he noted that this is the opportunity for the Board to consider how the high-level strategy is being executed through the budget and operating plan.
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, if required.
IT WAS MOVED by Matthew Gamble and SECONDED by Anne Butler that item 5.1 of the consent agenda be approved as presented and that the remaining items be received.
Motion carried unanimously.
6. Security & Stability Committee (SSC) Report
The SSC Chair reported that the Committee had commenced its work under its refreshed mandate, having completed an orientation session and its first formal meeting. The SSC advised that they had reviewed plans related to CIRA’s XDR and Registry Services and expressed support for related investments as contemplated in the FY27 draft budget.
7. Pre-Budget Project Overviews
7.1 CIRA XDR
Management provided an overview of the refactored CIRA extended detection and response (XDR) offering following changes in go to market strategy and evolving market conditions. Highlights included partnership model for fully managed services (having regard to the launch of CIRA managed detection services (MDR) with Canadian-based security operations centre (SOC) operations), growth of the sales pipeline, and scenario planning demonstrating possible revenue cases.
Discussion addressed liability allocation, foreign exchange exposure, bundling and fee dynamics, onboarding timelines, Canadian operations, business continuity, and competitive positioning.
7.2 Registry Services
Management provided an overview of the strong FY26 performance of CIRA’s Registry Services. Highlights included increased geopolitical demand for sovereign registry services; market consolidation among competitors; and ICANN RSP testing success.
The Board discussed the varying degrees of complexity of onboarding new customers, long sales cycles, and strategic positioning in the next gTLD round.
Hélène Deschamps Marquis withdrew from the meeting.
7.3 Acceleration of .CA Growth
Management provided an overview of strong .CA performance in FY26. Highlights included the continued Buy Canadian momentum, registrar consolidation risks, and a continued commitment to allocate seven to ten percent of annual .CA revenue to Net Good initiatives.
Hélène Deschamps Marquis rejoined the meeting.
8. Finance, Audit, Investment and Risk Management Committee (FAIR) Report
The Chair of FAIR directed the Board to the Chair’s written report and provided a high-level overview of the recent matters discussed, including additional review of the Signing Authority Policy being presented for approval and noting that FAIR’s work in respect of the FY27 budget and corporate plan would be discussed in the subsequent agenda items.
IT WAS MOVED by Anne Butler and SECONDED by Matthew Gamble that the Signing Authority Policy, as recommended by FAIR, be approved as presented.
Motion carried unanimously.
9. FY27 Draft Budget and Corporate Plan
9.1 FY27 Draft Budget
The Board received the FY27 budget, as reviewed and recommended for approval by FAIR. The Chair of FAIR advised the Board that the Committee had time with Management to fully review the draft budget being presented, and outlined the work management did to provide information based on the Committee’s feedback.
Management presented the FY27 Draft Budget, confirming that it was aligned with the FY26–28 Strategic Plan, while highlighting the current political and economic landscape affecting CIRA. The continued focus on the foundational tenet of “Safe, Secure, Stable”, remains in place, together with the six strategic priorities identified in FY26, namely:
- Acceleration of .CA growth
- Increase diversity of CIRA’s revenue
- Increase talent density and organizational effectiveness
- Integrate and streamline our internal and external technology
- Expand the number of Canadians protected by our cybersecurity suite
- Influence internet governance policy
The proposed budget for FY27 contemplates continued conservative .CA growth; increased diversified services revenue as a percentage of total revenue; refactored multi-year CIRA XDR projections; planned strategic investments in CIRA XDR and Registry Services; and continued investment in Net Good initiatives (including the allocation of between seven and ten percent of annual .CA revenue to Net Good projects), together with multi-year deficit projections tied to investments in the diversification strategy.
Discussion ensued regarding the proposed FY27 budget, including the impact of the XDR offering, adapting to a shifting landscape during the year, and setting appropriate targets and metrics.
IT WAS MOVED by David Mackey and SECONDED by Colleen Arnold that the FY27 Detailed Budget, as recommended by the Finance, Audit, Investment and Risk Management Committee, be approved as presented.
Motion carried unanimously.
9.2 FY27 Corporate Plan
The Board received the FY27 Corporate Plan, which aligned with the FY26-FY28 Strategic Plan and is supported by the FY27 detailed operating and capital budget.
Discussion ensued regarding clarity on alignment to the Strategic Plan, public policy references (including Canadian legislative developments), and clarity of positioning.
10. In-Camera
B. Holland, S. Alias, A. Eisner, J. Ferguson, J. Fulford,
P. Panetta, and D. Young withdrew from the meeting.
The Board held an in-camera session.
Minutes of a Meeting of the Board of Directors of the
Canadian Internet Registration Authority (CIRA)
Held at 319 McRae Avenue, Suite 700, Ottawa, ON,
February 19, 2026
Attendance:
Board of Directors: Rob Villeneuve (Chair), Anne Butler (Vice-Chair), Colleen Arnold, Gwen Beauchemin (virtual), Graeme Bunton, Hélène Deschamps Marquis, Janice Diner, Matthew Gamble, Jill Kowalchuk, David Mackey, Crystal Nett (virtual), Darcy Smith
Board Advisors: Byron Holland, John Demco
Corporate Secretary: Brigitte LeBlanc-Lapointe
Regrets: None.
Guests: Sanita Alias, Albert Chang, Adam Eisner, Jon Ferguson, Jane Fulford, Paula Panetta, Deanna Young
The meeting was called to order by the Chair at 9:02am ET.
1. Governance Committee Report
A. Chang joined the meeting.
The Chair of the Governance Committee directed the Board to the Committee update and provided a high-level overview of the recent governance discussions related to committee terms of reference and CIRA’s nomination and elections process.
Committee Terms of Reference
IT WAS MOVED by Hélène Deschamps Marquis and SECONDED by David Mackey that the revised Terms of Reference for each of the Community Investment, Policy and Advocacy Committee; Compensation & Review Committee; Finance, Audit, Investment & Risk Management Committee; Governance Committee; and Security & Stability Committee be approved as presented.
Motion carried unanimously.
Appointment of Returning Officer
Staff noted that the previous Returning Officer had completed five one-year terms, and Ms. Kairys previously served as Assistant to the Returning Officer.
IT WAS MOVED by Hélène Deschamps Marquis and SECONDED by Jill Kowalchuk that Katrina Kairys, JD be appointed as Returning Officer for the 2026 Election for a term of one year or until her successor is appointed, whichever is later.
Motion carried unanimously.
2026 Policy on Nominations and Elections
IT WAS MOVED by David Mackey and SECONDED by Matthew Gamble that the 2026 Policy on Nominations and Elections be approved as presented.
Motion carried unanimously.
Membership List Discussions
Further to recommendations received from the 2025 Returning Officer and communications received by Management and the Board from members and a director candidate, discussion ensued regarding the use of CIRA’s Membership List, having regard to the requirements of the Canada Not-for-profit Corporations Act, member engagement, reputational considerations, election fairness, privacy considerations, impact on Staff, and enforceability matters.
After discussion, the Board determined to refer the matter to the Governance Committee for further consideration.
A. Chang withdrew from the meeting.
2. DNS Abuse
The Board received educational briefings on the topic of DNS abuse from global, ICANN-specific, and CIRA-specific perspectives.
It was noted that domain names may be registered and used for a broad range of lawful purposes, and that discussions regarding DNS abuse generally centre on how harmful conduct is defined, which parties are responsible for making such determinations, and what measures are appropriate to address identified abuse.
The CIRA-specific discussion focused on CIRA’s Registrant Information Verification (RIV) processes; proactive versus reactive approaches to addressing DNS abuse; CIRA’s comparatively low incidence of abusive domains within the .CA registry; enforcement statistics; and the use of trusted notifier models, including associated liability considerations.
G. Beauchemin withdrew from the meeting.
3. Truth & Reconciliation
The Board discussed the incorporation of Truth and Reconciliation principles into Board practices. At the request of the Board, Management outlined actions undertaken by CIRA that relate to these principles, including Net Good funding, Indigenous grant allocations, staff engagement initiatives, and community programs.
The Board agreed to continue consideration of additional meaningful actions and educational opportunities that could be undertaken at the Board level, beyond initiatives already embedded within CIRA’s organizational culture.
Hélène Deschamps Marquis withdrew from the meeting.
4. Other Business
4.1 Corporate Calendar
The Corporate Calendar was received and reviewed.
4.2 Board Work Plan
The Board Work Plan was received and reviewed.
4.3 Action Item Register
The Action Item Register was received and reviewed.
4.4 Next Meeting
The next meeting was confirmed as being scheduled for March 20, 2026.
5. In-Camera Session
A. Eisner, J. Ferguson, J. Fulford,
P. Panetta and D. Young withdrew from the meeting.
The Board held an in-camera session with certain members of management present.
B. Holland and S. Alias withdrew from the meeting.
6. In-Camera Session (Directors only)
The Board held an in-camera session.
7. Conclusion of Meeting
IT WAS MOVED by Anne Butler and SECONDED by David Mackey that the meeting of the Board be concluded.
Motion carried unanimously.
The Chair concluded the meeting at 2:39 pm ET.
