2010/09/21 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at the Westin Harbour Castle, Toronto, Ontario, on September 21, 2010 at 8:00 a.m. Ottawa time.

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

Regrets: Jim Grey

Corporate Secretary: Michael Stewart

Guests: Nancy Philip (CIRA), Tamara Sone (Industry Canada)

Recording Secretary: Lynn Gravel

The Chair recognized and welcomed Tamara Sone, Policy Advisor with Industry Canada as an observer.

1. Approval of Agenda

The Chair proposed that the agenda be amended to include a Legal Update as item 2 and under Other Business, a Report on the ICANN Brussels meeting.

It was resolved that the agenda be adopted with these amendments.

(Moved: R. Rader, seconded: B. Shell)

T. Sone and R. Rader withdrew from the meeting.

2. Legal Update

The Board of Directors held an in camera session..

Following the in camera session, T. Sone and R. Rader rejoined the meeting.

3. Risk Management Framework

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

B. Holland provided a brief overview of the Risk Management framework which was held over from last year because of the schedule of activities. It was noted that the proposed framework provides a sense of the overall process to identify, measure, exploit opportunities and manage risks that impact the assets and growth of the organization. The establishment of regular reviews, structured reporting, effective communication lines and teamwork; supported by corporate guidance, best practice and monitoring will ensure that the risk management process is effective. A risk register will be provided to the Board of Directors on a regular basis and should a significant risk be identified, the Board of Directors will be advised on an ad hoc basis.

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 the increase in registration activity, for both new domain registration and renewals, since January 2010 seemed to be continuing into the first quarter of this fiscal year. The renewal rate for registration was also up to 81% for this period and most likely attributed to the overall economy and raised awareness of the .CA.

The Board of Directors enquired about the Canadian Internet Governance Forum and staff informed the Board that the event will most likely occur this winter in Ottawa. A cross-country consultation with various stakeholder groups on economic development and digital literacy will take place this fall and the key findings will be developed into a policy paper which will drive the discussions.

4.3 Review of Q1 2011 Financial Results

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

The Chair of the Audit Committee informed the Board of Directors that the Committee had reviewed and discussed the Q1 2010 financial results at its meeting the previous day. Members of the Committee raised concern in regard to the variance between the budget and the actual amounts. Staff explained that most of the under spending was related to timing issues and all indications were that the expenses would be incurred in the next quarter. Staff further explained that revenue had increased as well, an inclination that started in the last quarter of 2010 and continued in the first quarter of 2011. Staff will be reviewing their three-month rolling forecast and a projected year-end forecast will be delivered to the Audit Committee in a short time.

Members of the Audit Committee also noted that 33% of the investment portfolio was made up of cash and staff confirmed that investments became due and was re-invested in late July.

5. Update on Committees

5.1 Report from the Governance Committee

The Chair of the Governance Committee reported that the Committee had a flurry of activities since May 2010 and was finishing the 2010 work plan. The Governance Committee is currently discussing the succession plans, reviewing the terms of reference from each Committee and closing the Board Effectiveness assessment. It was noted that the next Governance Committee should look at the expiry of Director’s term.

5.2 Report from the Technical Oversight Committee

The Chair of the Technical Oversight Committee reported that the Committee had met the previous day to review the Registry re-write project. It was noted that staff was fully prepared for the migration to the new Registry on October 12, 2010. Staff has defined a well detailed migration plan and a fully tested disaster recovery plan with defined critical incident response scenarios. A mock migration was also scheduled for September 23, 2010. Additionally, staff is preparing a roadmap and vision of the IT infrastructure in preparation for the next Technical Oversight Committee meeting.

5.3 Report from the Audit Committee

The Chair of the Audit Committee reported that the Committee had met the previous day to review the Q1 2011 financial results. The Chair also summarized the various activities of the Committee over the summer which included the list of the top suppliers, the selection of the new auditors and the review of the executive compensation. It was noted that the executive compensation was reviewed and found to be benchmarked very fairly.

5.4 Report from the Executive Committee

The Chair reported that the Committee had met in late August to review the agenda for today’s meeting.

6. Other Business

6.1 Report on ICANN Brussels Meeting

The Chair reported that three members of the Board had attended the ICANN meeting in Brussels and overall it was considered a worthwhile exercise, a place to share governance practices, exchange information with other ccTLDs, and hear what is going on with other Registries, gTLDs and ICANN.

6.2. AGM Logistics

The Chair reviewed the agenda as well as the details relating to the event.

6.3 Thanks to Retiring Director

On behalf of the Board and staff, the Chair conveyed CIRA's thanks and appreciation to R. Kawchuk for his nine plus years of time and dedication to the organization as a Member of the Board of Directors and Chair of various committees.

(Moved: R. Sutcliffe, seconded: R. Rader)

7. Next Meeting

The next Board of Directors’ meeting will be held on Tuesday, October 19, 2010 in Ottawa in conjunction with the new Director Orientation session scheduled for Monday, October 18, 2010.

L. Gravel, B. Holland, N. Philip, T. Sone and M. Stewart withdrew from the meeting.

8. In Camera Session

The Board of Directors held an in camera session.

9. Adjournment

There being no further business, on motion by V. Withers and seconded by R. Sutcliffe, the meeting was concluded at 11:00 a.m.