2013/08/20 Minutes

Minutes of the Meeting of the CIRA Board of Directors held via teleconference August 20, 2013 at 12:00 p.m. Ottawa time.

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

Board Advisors: John Demco, Byron Holland, Andreea Todoran

Guests: Pamela Miller (Industry Canada)

Regrets: Louise Macdonald, Bill St.Arnaud

Recording Secretary: Lynn Gravel

1. Approval of Agenda

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

2. Approval of the Draft Minutes of the May 30, 2013 Board of Directors' Meeting

The approval of the minutes was deferred to the next meeting.

3. Advisory Committee Terms of Reference

The Chair of the Governance Committee reported that in addition to the Terms of Reference, a briefing document on the Structure and Procedures had been provided to give the Board some common understanding. It was noted that one change had been made under the Committee composition to permit Industry Canada to attend meetings of the Committee. It was also noted that the Governance Committee had approved the proposed documents as a viable starting point to get the Committee under way and was therefore seeking approval from the Board of Directors.

There was discussion regarding the independence of the Committee and the oversight of the Committee through the Board as a whole. The Chair of the Governance Committee reminded the Board that at its last meeting it was reiterated that the Community Investment Committee would be an Advisory Committee of the Board and it was explicitly stated that no independent entity would be created. It was further noted that since the Committee would be solely funded by CIRA, and to permit the Board of Directors to exercise its fiduciary duty, it could not be independent. The Chair of the Governance Committee noted that the structure of the Committee is consistent with all committees of the Board which all operate on delegated authority from the Board. The only difference between the Advisory Committee and other committees of the Board is that it includes members who are not Board members. The role of the Committee will be to evaluate and recommend an allocation of funds to the Board of Directors to meet the Board’s annual objectives and priorities in accordance with the Strategic Plan. Overall, the Board of Directors was in favour of the Terms of Reference and agreed to review the program as it moves forward.

A discussion followed regarding the inclusion of Industry Canada on the Committee as an Advisor. The Government representative noted that while Industry Canada has an interest in the activities of the Committee, given that the Terms of Reference of the Committee provide for continued oversight by the Board of Directors, the Government representative indicated that Industry Canada was satisfied with the proposal as amended.

It was therefore resolved that the Composition of the Committee be amended to allow only the President and CEO to receive the documents and attend the meetings. Moved by S. Mehinagic, seconded by R. Liang.

K. McArthur proposed that the Structure and Procedures document be amended to strike out the wording under the heading General Selection Criteria and Preferences “such as improvements to the domain name system, new protocols, addressing security or privacy issues, or reducing or eliminating spam. It may, on the other hand, investigate the social impacts of the Internet, such as integration of Internet technologies into society, Internet voting, using the Internet for enhancing public participation, addressing issues of social equity and access for vulnerable or disadvantaged groups, or enhancing consumer protection safeguards.” Motion seconded by B. Gibson. In favour: K. Brown, A. Escobar, B. Gibson, R. Liang, K. McArthur; opposed: M. Geist, C. Mackaay, S. Mehinagic, B. Sandiford. Motion carried.

It was therefore resolved that the Board of Directors approve the Terms of Reference and the Structure and Procedures with the above noted changes.

(Moved: S. Mehinagic, seconded: R. Liang, unanimously carried)

The Chair of the Board of Directors thanked everyone for their contribution and involvement during this process.

L. Gravel withdrew from the meeting.

4. Report from the Compensation Committee – In Camera

The Chair of the HR and Compensation Committee provided his report to the Board of Directors during the in-camera session.

Following the in camera session, L. Gravel rejoined the meeting.

5. Other Business

There was no other business to discuss.

6. Adjournment

There being no further business, on motion by C. Mackaay and seconded by S. Mehinagic, the meeting was concluded at 1:40 p.m.