2010/06/01 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at the CIRA Offices, 350 Sparks Street, Ottawa on June 1, 2010 at 8:30 a.m. Ottawa time.

Directors attending: Paul Andersen, John Demco (ex-officio), Heather Dryden (ex-officio), Byron Holland (ex-officio), Jim Grey, Ron Kawchuk, Lynne Mackan-Roy, Ross Rader, Barry Shell, Rick Sutcliffe, Tom Williams, Victoria Withers

Regrets: Richard Anderson, Kerry Brown

Corporate Secretary: Michael Stewart

Guests: David Fowler (CIRA), Jacques Latour (CIRA), John Newall (Altitude Marketing Research), Nancy Philip (CIRA)

Recording Secretary: Lynn Gravel

1. Approval of Agenda

The Chair proposed that the agenda be amended to include, under Other Business, a discussion on the Community Investment Plan and change the order of the Customer Satisfaction Survey item 3. The Chair of the Audit Committee proposed that the item Signing Authority be added under the Report from the Audit Committee. The Chair of the Governance Committee reported that no action from the Board would be required under the item Report from the Governance Committee.

It was the consensus of the Board of Directors that the agenda distributed with the material for the meeting be adopted with these amendments.

D. Fowler, L. Gravel, J. Latour, N. Philip and M. Stewart withdrew from the meeting.

2. CEO Update

The CEO and Board of Directors held an in camera session.

Following the in camera session, D. Fowler, L. Gravel, J. Latour, N. Philip, and M. Stewart rejoined the meeting.

The Chair informed the Board of Directors that, due to other business, he would be absent from the meeting for a short while.

It was therefore resolved that R. Rader be appointed as Temporary Chair until the Chair returns.

(Moved: R. Kawchuk, seconded: L. Mackan-Roy, unanimously carried)

P. Andersen withdrew from the meeting.

3. Results of Customer Satisfaction Survey

D. Fowler introduced John Newall from Altitude Marketing Research. J. Newall noted that the goal of the survey was to develop a measurement framework that would enable CIRA to adjust and refine its operations to deliver higher customer satisfaction. Overall, the results of the Registrants survey showed that, compared to the survey results from 2009, the quality of CIRA’s image was improving and satisfaction scores for the website, 1-800 number and email correspondence have all increased significantly.

The Registrar survey showed significant gains in the overall satisfaction and service quality, in particular with the Registrar website. J. Newall noted that despite the small sample, findings represented opinions from one-fifth of CIRA’s Registrar population. The challenge for next year will be to increase the response rate from Registrars. CIRA should therefore consider sharing some of the findings from the Registrants with the Registrars, representing feedback from their own customers.

4. Financial and Operational Updates

4.1 Report on all Statutory Obligations

This report was provided to the Board of Directors as information and tabled at the meeting.

4.2 Management Report

This report was provided to the Board of Directors as information and tabled at the meeting.

Staff noted that there was an increase in registration activity, for both new domain registration and renewals, since January 2010. This was mostly likely due to the stronger economy and the media and branding initiatives carried out during this period.

5. Update on Committees

5.1 Report from the Governance Committee

The Chair of the Governance Committee reminded the Board of Directors of the work plan and priorities established by the Committee at the beginning of the year. As of today, five of the seven items have been undertaken.

One subgroup was created to focus on CIRA’s constating documents and membership and a second subgroup to focus on the performance and effectiveness of the Board of Directors. Nine firms were invited to submit a quote on the Board Effectiveness assessment and seven proposals were received. It was noted that this assessment was extremely important and since the report was due to be completed by August 1, 2010; Directors were asked to contact staff regarding their availability.

The Governance Committee is currently formalizing a disclosure of interest policy for Board members and the Committee will be making a recommendation at the next Board of Directors’ meeting.

5.2 Report from the Technical Oversight Committee

The Chair of the Technical Oversight Committee reported that the Committee had met on May 31, 2010 to discuss the key findings and recommendations from the Health Check and Risk Assessment report that was completed in January 2010. Staff also reported that the .ca project was on track with the cut-over date slated for October 2010.

5.3 Report from the Audit Committee

5.3.1 Review of 2010 Financial Results

The Chair of the Audit Committee informed the Board of Directors that the Committee had met the previous day to review the audit process and financial statements for the fiscal year ending March 31, 2010. The Auditor reported that he did not find any material management and/or financial issues to bring to the attention of the Committee.

It was therefore resolved that:

1. The Board of Directors approve the financial statements of the Canadian Internet Registration Authority for the fiscal year ended March 31, 2010;

2. The financial statements of CIRA be presented to the members of CIRA at the next Annual General Meeting; and

3. P. Andersen and R. Kawchuk be authorized to sign CIRA’s 2010 financial statements on behalf of the Board of Directors to signify approval of the Board.

(Moved: J. Grey, R. Sutcliffe, unanimously carried)

5.3.2 IFRS

The Chair of the Audit Committee reported that staff had completed the impact analysis of moving over to the International Financial Reporting Standards (IFRS). It was noted that IFRS is now considered best practice and if adopted, the organization would be presenting its first set of IFRS financial statements for the year ended March 31, 2011.

It was therefore resolved that the Board of Directors approve that the organization adopt the new International Financial Reporting Standards as recommended by the Audit Committee.

(Moved: R. Sutcliffe, seconded: L. Mackan-Roy, unanimously carried)

5.3.4 Signing Authority

At the request of staff, the Chair of the Audit Committee recommended that the Board of Directors approve that the General Counsel be authorized to sign cheques for payments of up to $100,000 in the absence of the President and CEO.

It was therefore resolved that the General Counsel be authorized to withdraw or order transfers of funds from the Company’s accounts by any means including the making, drawing, accepting, endorsing or signing of cheques, promissory notes, bills of exchange, other orders for the payment of money of other instruments or the giving of other instructions for amounts of:

• Up to $ 10,000 - two of: Chair of the Board, Chair of the Audit Committee, President and CEO, Director, Finance and Administration, General Counsel, Manager Finance

• Over $ 10,000 up to $ 100,000 - two of: Chair of the Board, Chair of the Audit Committee, President and CEO, Director, Finance and Administration, General Counsel.

(Moved: R. Sutcliffe, J. Grey, unanimously carried)

5.4 Report from the Executive Committee

Due to the temporary absence of the Chair of the Board of Directors, this item was deferred to the next meeting.

6. Membership Strategy

This report was provided to the Board of Directors as information and tabled at the meeting.

D. Fowler further explained that there’s a dichotomy between the internal importance placed on CIRA’s governance requirements and the value members and potential members place on it. There also needs to be rebalancing between CIRA’s member obligations and the creation of tangible value propositions relevant to members. CIRA is proposing to implement a gradual methodical approach to addressing membership by building from the .ca brand and reducing complexity. Some of the key activities in the upcoming year include improvements to the AGM, Elections and membership processes. A tactical communication plan is being developed as well as an engagement plan. An easier and more efficient on-line membership application process will also be introduced shortly.

7. Brand Framework Presentation

This report was provided to the Board of Directors as information and tabled at the meeting.

D. Fowler emphasized the importance of a Brand Framework which provides a distilled view of the organization’s path forward and how we are going to get there. Graphics standards were created to provide the framework that guides all creative development and eliminate ad hoc communication development practices. The results will be an organization presenting itself in a memorable, meaningful and unique manner consistently.

P. Andersen re-joined the meeting, and resumed the Chair.

8. Mission, Vision and Values

Further to the February 4, 2010 planning session whereas the Board of Directors revised the vision, mission and values, staff refined each statement as per the comments received by the Board of Directors and recommended the following:

Vision:

CIRA’s vision is to be a world-class Internet Registry that is recognized and valued by the Internet community and Canadians.

Mission:

CIRA’s mission is to foster the development of .CA as a key public resource for all Canadians by providing stable, secure and trusted domain name services, and by taking a leadership role in shaping Canada’s Internet for the benefit of .CA domain holders.

Values:

We believe that fairness, transparency and high ethical standards are the foundation of our culture.

CIRA is committed to a collaborative team environment that seeks continuous improvement and breakthrough ideas through innovation.

At CIRA we are committed to exceeding stakeholder expectations through excellence in operations, service delivery and engagement.

We believe in having a positive influence in the communities where we provide service and do business.

Be it resolved that the Board of Directors approve the Mission, Vision and Values as amended.

(Moved: V. Withers, seconded: R. Rader, abstaining: B. Shell, motion carried)

9. Other Business

9.1 Community Investment Plan

The Board of Directors discussed the latest draft of the Community Investment Program and it was agreed that it represented the frame from its last discussion. Staff agreed that clarifications will be made in places before it’s published.

It was therefore resolved that the Board of Directors approve the Community Investment Program as presented.

(Moved: J. Grey, R. Kawchuk, unanimously carried)

10. Next Meeting

The next Board of Directors’ meeting will be held on Monday, September 20, 2010 in Toronto.

D. Fowler, L. Gravel, B. Holland, J. Latour, N. Philip and M. Stewart withdrew from the meeting.

11. In Camera Session

The Board of Directors held an in camera session.

Following the in camera session, L. Gravel rejoined the meeting. The Chair indicated that, during the in camera session, the Board addressed and resolved the Code of Conduct matter referred to in the October 2009 Board meeting.

12. Adjournment

There being no further business, on motion by R. Rader and seconded by L. Mackan-Roy, the meeting was concluded at 3:05 p.m.