2012/10/30 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at the CIRA Offices, 350 Sparks Street, Ottawa on October 30, 2012 at 8:00 a.m. Ottawa time.

Directors attending: Paul Andersen, Kerry Brown, Andrew Escobar, Michael Geist, Bill Gibson, , Rowena Liang, Louise Macdonald, Carole Mackaay, Kevin McArthur, Susan Mehinagic, Bill Sandiford, Bill St.Arnaud

Board Advisors: John Demco, Byron Holland

Corporate Secretary: Michael Stewart

Regrets: Heather Dryden (Board Advisor)

Recording Secretary: Lynn Gravel

1. Welcome to New Directors

On behalf of the Board, the Chair welcomed the newly elected Board Directors – M. Geist, B. Gibson, C. Mackaay, K. McArthur and B. Sandiford.

2. Approval of Agenda

The agenda was revised to include thanks to Staff for planning ICANN45 in Toronto.

3. Substitute Chair

J. Demco assumed the role as Temporary Chair, with the approval of the Board.

4. Appointment of Officers

4.1 Appointment of Chair

Be it resolved that the Board of Directors appoint Paul Andersen to the position of Chair of CIRA to hold office for a period of two years or until the next Board meeting after the expiry of such two year period and until the successor is appointed, whichever is later or until earlier resignation or removal.

(Moved: B. Sandiford, seconded: S. Mehinagic, abstaining: P. Andersen, motion carried)

J. Demco retired as Temporary Chair; P. Andersen resumed the Chair.

4.2 Appointment of Vice-Chair

The Chair called for nominations for the Vice-Chair of the Board. Following the close of nominations, the Vice-Chair of the Board was appointed in accordance with s. 8.02 of the Amended and Restated Bylaw No.1.

Be it resolved that the Board of Directors appoint Louise Macdonald to the position of Vice-Chair of CIRA to hold office for a period of one year or until the next Board meeting after the expiry of such one year period and until the successor is appointed, whichever is later or until earlier resignation or removal.

(Moved: K. Brown, seconded: C. Mackaay, abstaining: L. Macdonald, motion carried)

B. Holland withdrew from the meeting.

5. Approval of the Draft Minutes of the September 17, 2012 Board of Directors' Meeting

Be it resolved that the minutes of the September 17, 2012 Board of Directors' meeting be approved as presented.

(Moved: B. St.Arnaud, seconded: L. Macdonald, abstaining: M. Geist, B. Gibson, C. Mackaay, K. McArthur and B. Sandiford, motion carried)

6. Approval of the Committee's Mandate and Structure

The Governance Committee reported that the Committee had reviewed the mandate and structure of the Board's Committees. The Committee was therefore recommending that the following Committees be retained and/or created: Governance Committee, Audit, Finance and Investment Committee, Compensation and Review Committee and Risk Management Committee. It was also recommended that the Executive Committee be abolished and part of its mandate be assigned to the Compensation and Review Committee. As for the Technical Oversight and Policy Advisory Committees, it was recommended that these Committees not be renewed.

The Governance Committee also presented the mandates for the Chair, Committee Chairs and Board Members. There were differing viewpoints on the mandate of the Chair. Some concern was raised over the ability of the Chair to appoint Committee Chairs and members of each Committee and the preference was to see the Chair as ex-officio on all Committees. Conversely, other members of the Board agreed that it was very effective for the Chair to appoint Committee Chairs and members allowing the ability to match the skills and experience accordingly. The consensus was to approve the terms of reference with the Chair appointing committee chairs and members.

It was therefore resolved that the Board of Directors accept the mandates and structure as presented for the following Committees: Audit, Finance and Investment; Compensation and Review; Governance; and Risk Management Committee subject to review and finalization at its meeting in January 2013.

(Moved: A. Escobar, seconded: C. Mackaay, unanimously carried)

It was further resolved that the Board of Directors accept the mandate of the Committee Chairs and Board members as presented subject to review and finalization at its meeting in January 2013.

(Moved: C. Mackaay, seconded: S. Mehinagic, abstaining: K. McArthur, motion carried)

It was further resolved that the Board of Directors accept the mandate of the Chair as presented subject to review and finalization at its meeting in January 2013.

(Moved: B. Sandiford, seconded: C. Mackaay, against: K. Brown, abstaining: P. Andersen, R. Liang, K. McArthur, motion carried)

7. Appointment of Committee Chairs and Membership

7.1 Audit, Finance and Investment Committee

The following individuals were appointed as a member of the Audit, Finance and Investment Committee: R. Liang (Chair), P. Andersen, K. Brown, A. Escobar, B. Gibson, and S. Mehinagic.

7.2 Compensation and Review Committee

The following individuals were appointed as a member of the Compensation and Review Committee: K. Brown (Chair), P. Andersen and L. Macdonald.

7.3 Governance Committee

The following individuals were appointed as a member of the Governance Committee:

S. Mehinagic (Chair), P. Andersen, J. Demco, M. Geist, L. Macdonald and C. Mackaay.

7.4 Risk Management Committee

The following individuals were appointed as a member of the Risk Management Committee:

B. St.Arnaud (Chair), P. Andersen, J. Demco, B. Gibson, K. McArthur and B. Sandiford.

8. Director Compensation Review

The Chair of the Governance Committee reminded the Board of Directors that according to the Director compensation policy dated October 1, 2009, a review of Director Compensation is conducted every three years by an independent consultant. The policy itself outlines several principles and specifies that the market is defined to consist of a 50/50 composite of national Not For Profit and private sector (high tech) marketplace as reference points. The objective of the review is to ensure that CIRA’s compensation practices remain current and in-line with market practices.

The Chair of the Governance Committee noted that the inclusions of the high tech companies as comparators skewed the results upward on average as Director compensation levels for high tech companies are nearly five times higher than the other comparators. As a result, it was determined that the report had little value in determining external market competitiveness given the survey participants. It was noted that this was not a deficiency that the consultant could now correct.

Notwithstanding the deficiencies in the data collection and methodology, the Chair of the Governance Committee requested that the Board of Directors consider the findings as well as the other criteria to determine the compensation as outlined in the current policy. The compensation presented was therefore adjusted to reflect the findings from the report but not to the full amount as indicated.

It was therefore recommended that the following compensation be approved by the Board:

 Position

  Annual
  Retainer  

 Fee per Meeting

 Board/Committee/

 Other

 Anticipated
 No. of
Meetings  

 Boad/
 Committee/

 Other

 

 Annual

 

 Compensation Cap

 Chair

$20,000 

$700/$300

8/30

 

$35,000

 

 Vice Chair/Committee Chairs

$12,000 

$700/$300

8/15

 

$25,000 

 

 Director

$10,000 

$700/$300

8/6

 

$18,000

 

It was noted that the annual compensation cap does not relate to a maximum for Board participation or Committee participation as in the current policy.

Some concern was raised regarding the increase and meetings fees to attend the Canadian Internet Forum (CIF). The Governance Chair noted that the inclusion of the CIF was an oversight and proposed it be removed. All were in agreement. The Chair of the Governance noted that the current level of compensation for the Chair was most likely too low and as for the others, it was a minimal increase over the current compensation.

It was therefore resolved that the Board of Directors approve the Director Compensation as presented excluding the meeting fees to attend the CIF, and the Governance Committee be mandated to review the policy and related policies affecting Director Compensation.

(Moved: S. Mehinagic, seconded: L. Macdonald, unanimously carried)

9. Resolution Regarding Safe Deposit Box

Staff reported that as part of the DNSSEC Practice Statement, back-up keys are to be stored in a Safe Deposit Box. Staff confirmed that this did not imply the approval of the DNSSEC implementation but merely a procedure prior to the implementation. The application process for a safe deposit box at the Royal Bank of Canada (RBC) required that a Board resolution be passed.

It was therefore resolved that the Board of Directors approve the leasing of a safety deposit box as per the RBC resolution presented.

(Moved: B. Gibson, seconded: B. Sandiford, unanimously carried)

10. 2012 Elections - Returning Officer's Final Report

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

Staff reported that the 2012 Election had proceeded remarkably smoothly. As a result, the report contained few recommendations and there were no material deviations from the Policies or Election Rules mandating a report to the Board of Directors. Staff noted that they were looking at streamlining the election process for next year and a recommendation would follow at the next meeting.

On behalf of the Board of Directors, the Chair thanked the Returning Officer - R. Vickers, Assistant to the Returning Officer - E. Lay and staff - M. Stewart, A. Chang and H. Downs-MacIntosh.

11. Next Meeting

The next meeting of the Board will be held on November 28, 2012 in Ottawa following the strategic planning session on November 27, 2012.

12. 2014-2016 AGM and Member Events

Staff proposed to the Board of Directors that the next three AGM’s along with one Member event be held in the following cities: Montreal in FY2014, Calgary in FY2015 and Halifax in FY2016. The exact date and venue would be confirmed at a later date. In choosing Calgary and Halifax, CIRA would continue to expand its presence beyond the traditional markets of Toronto, Montreal and Vancouver, which is reflective of our national mandate. As well, holding a Member event in the same AGM markets will build engagement and support in the market prior to the AGM.

It was therefore resolved that the Board of Directors approve:

1. Montreal as the location for the FY2014 Canadians Connected: CIRA Symposium and Annual General Meeting (AGM);

2. Calgary as the location for the FY2015 Canadians Connected: CIRA Symposium and Annual General Meeting (AGM); and

3. Halifax as the location for the FY2016 Canadians Connected: CIRA Symposium and Annual General Meeting (AGM).

(Moved: B. Sandiford, seconded: K. Brown, unanimously carried)

L. Gravel and M. Stewart withdrew from the meeting.

13. In-Camera Session

The Board of Directors held an in camera session.

Following the in camera session, L. Gravel and M. Stewart rejoined the meeting.

The Board of Directors expressed thanks the departing Directors - J. Grey, J. King and V. Withers as well as retiring Director - B. Shell for their dedication and service to CIRA.

(Moved: L. Macdonald, seconded: A. Escobar, unanimously carried)

14. Other Business

14.1 Thanks to Staff

The Board of Directors wished to thank staff for their effort in organizing and hosting the ICANN 45 meeting in Toronto.

Be it resolved that the Board of Directors thank all staff that played a role in hosting ICANN45. In particular, the Board would like to recognize the effort of J. Austin and her team J. Lepine, T. O’Callaghan, S. Bergeron, M. Buell, L. Gravel and R. Wong for their hard work and dedication in developing and implementing two outstanding events and their role as hosts during the week of the conference. CIRA presented itself to International community in a professional manner that made us proud to be a part of CIRA and be Canadians.

(Moved: P. Andersen, seconded: B. Sandiford, unanimously carried)

15. Adjournment

There being no further business, on motion by L. Macdonald and seconded by B. St.Arnaud, the meeting was concluded at 10:50 a.m.