2013/10/29 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at the CIRA Offices, 350 Sparks Street, Ottawa on October 29, 2013 at 10:00 a.m.

Directors attending: Kerry Brown, Andrew Escobar, Michael Geist, Bill Gibson, Rowena Liang, Louise Macdonald, Carole Mackaay (Secretary), Kevin McArthur, Susan Mehinagic (by telephone), Bill Sandiford, Bill St.Arnaud, Rob Villeneuve

Board Advisors: John Demco, Byron Holland, Adam Scott

Recording Secretary: Lynn Gravel

1. Appointment of Substitute Chair

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

2. Approval of Agenda

The agenda for the meeting was adopted with a change in the order of items.

3. Approval of the Draft Minutes of the September 17, 2013 Board of Directors' Meeting

It was resolved that the minutes of the September 17, 2013 Board of Directors’ meeting be approved as presented.

(Moved: B. Sandiford, seconded: K. Brown, abstaining: R. Villeneuve, motion carried)

4. Welcome to New Directors

The Chair welcomed the newly elected and re-elected Board Directors – R. Villeneuve, L. Macdonald, K. McArthur and R. Liang.

5. Election of Chair

The Temporary Chair called for nominations for the Chair of the Board. Following the close of nominations, the 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 Susan Mehinagic 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: K. Brown, seconded: B. Sandiford, unanimously carried)

6. Election of Vice-Chair

The Temporary 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 Bill Sandiford 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: B. Sandiford, unanimously carried)

J. Demco retired as Temporary Chair. Given her participation at a distance by telephone,

S. Mehinagic turned the role of chairing the balance of the meeting to B. Sandiford.

7. Report from the Governance Committee

The Chair of the Governance Committee reported that the Committee had met the previous week. The Chair of the Advisory Committee had provided an update on the composition of the Community Investment Committee and the following matters were reviewed: process for electing the Chair and Vice-Chair; the Committee’s mandate; the role of the Corporate Secretary; and Board feedback process.

8. Timing and Process for Committee Mandate Changes and Changes to Committee Membership

The Chair of the Board reported that she would consult with each Director over the next few weeks to discuss which Committee would be of interest and best fit.

P. Havey joined the meeting.

9. Financial and Operational Updates

9.1 Report on Statutory Obligations

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

9.2 Management Report

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

Highlights noted a continued increase in new registrations over the amount budgeted. It was also noted that, because of recent high media visibility of the NY Times domain hi-jacking and associated momentum, the Registry Lock project had progressed from an investigative stage to compiling the business requirements.

9.3 Review of Q2 2014 Financial Statements

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

Highlights noted that domain unit sales continue to increase and exceed budget. Renewals and transfers also exceeded budget during the quarter. As a result, YTD Registration revenue was $295K higher than budgeted and an additional $212K of revenue would be recognized over the remainder of the year from registration activity occurring in the first half of the year. It was further noted that should the higher sales trend continue through the remainder of the fiscal year, an estimated additional $105K in revenue may materialize. As for the expenditures, the overall favourable expenditure variance of $381K to the budget as at the end of Q2-FY14 was mostly due to timing differences of FTE hires and departures. Accordingly, staff noted that there was an opportunity to do more around the Community Investment Program, invest in new products and services as well as accelerate some of the projects scheduled for next year.

10. Review of 2013 Returning Officers’ Final Report

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

Highlights noted that the 2013 Election, outsourced to Dominion Voting, had proceeded smoothly. The Returning Officers final report noted no material deviations from the Policies or Election Rules requiring a report to the Board.

11. Risk Register Structure and Content Review

Staff provided an overview of the structure of the Enterprise Risk Management Report and highlighted the threats and opportunities. It was noted that the Risk Disposition information reflects a summary of change in the risk counts and risk exposure score of all enterprise risks between two points in time. Highlights indicated that prospectively Risk Disposition reporting would be aligned to financial reporting periods. It was further noted that the content of the Risk Management Report was developed with the feedback provided by the Risk Management Committee. Henceforth, a brief PowerPoint presentation of the most relevant aspects of the report would be presented to the Board of Directors after review by the Audit, Finance and Investment Committee on a semi-annual, possibly on a quarterly basis in the near future.

12. Review of CIRA CIP Advisory Committee

The Chair of the Advisory Committee informed the Board of Directors that invitations had been sent out to five possible candidates and that there would be a follow-up with each candidate in the coming week. The Board of Directors was also reminded that the Committee would be appointing two additional members from amongst the Board and those interested in being considered should contact the Board Chair in the coming days.

13. Internet Governance Update

Given the current activities surrounding the Internet Governance, a presentation was delivered on the history of the Internet, the multi stakeholder model and an update on the Montevideo statement. Highlights included an explanation of the multi stakeholder model for Internet governance and how it differs from a multi-lateral, UN-style governance model.

The current challenges for Internet governance were noted: getting the next two billion people online; rising challenge of cyber-security and cyber-crime; dealing with the revelations about the extent of government surveillance activities; and integrating all voices at governance tables. The Montevideo Statement on the future of Internet Cooperation, a recent document developed by leading organizations in charge of the operations of the Internet collectively known as I*, was also presented. The Montevideo Statement recognizes the need to address emerging issues facing the Internet governance world.

CIRA will be participating in an Internet summit which will be held in Brazil in May 2014 where these issues will be addressed.

14. Update on Committees

14.1 Report from the Risk Management Committee

The Chair of the Risk Management Committee reminded the Board that the Committee was formed last year to examine the methodology and framework of the enterprise risk and risk mitigation strategies. At its last meeting, staff had revised the reporting structure to more effectively indicate the progress and the Committee was satisfied with the Enterprise Risk Management Report. It was therefore recommended that the Risk Management Committee be incorporated into the Audit, Finance and Investment Committee. The Board of Directors’ agreed to defer this action to its next Board of Directors’ meeting when all Committee mandates and structures would be discussed.

14.2 Report from the Audit, Finance and Investment

The Chair of the Audit, Finance and Investment Committee reported that the Committee was preparing its work plan for the upcoming year and would report back at the next meeting of the Board.

15. Other Business

15.1 Corporate Calendar 2013-2015

The Board of Directors reviewed the schedule of Board meetings for the upcoming year. Due to some scheduling conflicts, it was agreed that a revised calendar would be circulated to the Board of Directors prior to the next meeting which will include an alternate date for the Annual General meeting.

16. Next Meeting

The next meeting will be held on December 3, 2013 in Ottawa following the strategic planning session on December 2, 2013.

P. Havey, B. Holland and L. Gravel withdrew from the meeting.

17. In-Camera Session

The Board of Directors held an in camera session.

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

18. Adjournment

There being no further business, on motion by K. Brown and seconded by K. McArthur, the meeting was concluded at 3:26 p.m.