Minutes of the Meeting of the CIRA Board of Directors held at the CIRA Offices, 350 Sparks Street, Ottawa on December 3, 2013 at 9:00 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
Guests: Albert Chang, Dave Chiswell, Paul Havey
Recording Secretary: Lynn Gravel
1. Approval of Agenda
The agenda for the meeting was adopted with a change in the order of items and an update on the Community Investment Committee as item 7.4.
2. Approval of the Draft Minutes of the October 29, 2013 Board of Directors' Meeting
It was resolved that the minutes of the October 29, 2013 Board of Directors’ meeting be approved subject to a change under item 11. Risk Register Structure and Content Review.
(Moved: B. Gibson, seconded: R. Liang, unanimously carried)
3. Chair’s remarks
The Chair reminded the Board of Directors that all information discussed in the Board of Directors and Committee meetings must be treated as confidential. It was noted that a review of the Code of Conduct and Conflict of Interest Policy will be undertaken by the Governance Committee and a Declaration form that Directors sign and submit annually will be available at the next meeting. In the meantime, the Chair of the Board of Directors should be advised of any conflicts in advance of meetings.
4. Financial and Operational Updates
4.1 Report on 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.
Highlights noted additional activities for the last quarter of the fiscal year. It was noted that the operational plan was on course and domain registrations were as anticipated. There was some discussion on the DNSSEC deployment as it relates to the WHOIS Policy, the member event in Toronto and the third party entity.
5. Committee Structure and Composition
5.1 Risk Management Committee
The Chair of the Risk Management Committee reported that the Committee was fully satisfied with the Risk Management Program (methodology, process and reporting). Accordingly, it was proposed that the Risk Management Committee be disbanded and oversight of the risk management program be performed, henceforth, by the Audit Finance and Investment Committee (AFI).
It was agreed that a report on the current status of the high impact/high probability risks and progress of the Risk Management Program would be provided to the Board of Directors on a semi-annual basis. The Board therefore requested that staff provide a sample of the potential format of a report at its next meeting.
It was resolved that the Risk Management Committee be disbanded and oversight of the Risk Management Program be transferred to the AFI Committee.
(Moved: B. St.Arnaud, seconded: R. Liang, unanimously carried)
The AFI Committee will review its mandate accordingly and provide its changes to the Governance Committee.
5.2 Proposal for Market Strategy Committee
The Chair of the Board reported that there was a potential need for a Market Strategy Committee.
The primary purpose of such a committee would be to assist the Board in fulfilling its oversight responsibilities with respect to management strategy dealing with new products and services. Since the evolution of the market is a complex area, the Committee would also be able to provide the Board of Directors with a greater understanding of the broader market. The mandate and ongoing requirement for this committee would be evaluated by the Board after one year.
It was therefore resolved that the Board of Directors approve the creation of the Market Strategy Committee and its mandate.
(Moved: L. Macdonald, seconded: K. Brown, unanimously carried)
6. Update on Committees
6.1 Report from the Audit, Finance and Investment Committee
The Chair of the Audit, Finance and Investment Committee reported that the Committee had met the previous day. The Committee had reviewed the Risk Management Program and its work plan for the upcoming year. It was noted that the review of the Investment Policy Statement carried over from last year, will be presented to the Board at its April meeting.
6.2 Report from the Governance Committee
The Chair of the Governance Committee reported on matters discussed at its meeting the previous day. Highlights noted that the item relating to proposed changes in the election process for Directors will be discussed under a separate Board agenda item. The Committee had also reviewed the Director Compensation Policy. It was proposed that the annual retainer fee paid to a Board member who is the Chair of two or more committees or holds the position of Vice-Chair or Corporate Secretary and is also the Chair of one or more committees be increased to $14,000 from $12,000, as attached as Appendix A.
It was resolved that the Board of Directors approve the changes to the Director Compensation Policy as noted above effective November 1, 2013. It was further agreed to remove the sections of the policy relating to annual compensation cap and anticipated number of meetings; these being illustrative and not determinative.
(Moved: L. Macdonald, seconded: A. Escobar, against: K. Brown, abstaining: C. Mackaay, B. Sandiford)
The Committee had also reviewed its mandate and work plan for the upcoming year. Items identified in the work plan include the CEO expense policy, whistleblower policy, Conflict of Interest policy including Directors’ annual declaration and the drafting of a position description for the Corporate Secretary. The Committee will also prepare the evaluation of Board skills and Diversity report required for the Nomination Committee.
6.3 Report from the Compensation and Review Committee
The Chair of the Compensation and Review Committee reported that the Committee had met the previous day. The Committee will be focusing its effort on the CEO performance review for the current year as well as the bonus plan. The Committee is expected to make a recommendation at its April meeting. The Committee also reviewed its mandate and will be bringing proposed changes to the Governance Committee.
6.4 Report from the Community Investment Committee
The Chair of the Community Investment Committee reported that the Committee was now formed. The Committee will be working with staff to prepare the necessary documents and processes to launch the Program. It was noted that staff would soon be engaging someone with expertise in this field, to assist with launching the Program.
A. Chang joined the meeting.
7. 2014 Elections
7.1 Policy on Nominations and Elections
Staff reported that an overview of the changes to the 2014 Election Process was presented at the Governance Committee the previous day. Highlights of the changes included the following: shortened election time frame by one month; simplified Nominee application process; tool to evaluate and select Nomination Committee candidates; outsourcing the Shows of Support to Dominion Voting; and the creation of an Applicant Programming Interface (API) to ensure that Members voting and providing Shows of Support are active Members. As well, the formation of the Nomination Committee would move from January to April.
It was further noted that during the Shows of Support stage, nominees would no longer have the ability to check their accumulated number of Shows of Support in real time, which is preferable from a governance perspective.
There was discussion in reference to Member nominees submitting a resume and posting on CIRA’s website. It was agreed that this should be optional for the nominee and staff will revise the policy accordingly.
Be it resolved that the Board of Directors approve the Policy on Nominations and Elections 2014 with the posting of the applicant’s resume on the website optional.
(Moved: M. Geist, seconded B. St.Arnaud, unanimously carried)
A. Chang withdrew from the meeting.
7.2 Appointment of Returning Officer
Some discussion ensued regarding the sufficiency of the Returning Officer’s mandate to review the validity of a third party electronic election process. It was agreed the mandate was sufficiently broad to address this requirement.
Resolved that the Board of Directors appoint Richard Vickers as the Returning Officer for the 2014 Election and that the 2014 Returning Officer's remuneration be set at $250 per hour plus any reasonable or certain out of pocket expenses as pre-approved by CIRA.
Be it further resolved that the Board of Directors appoint Eric Lay to assist the 2014 Returning Officer in carrying out his duties and that the remuneration be set at $200 per hour plus any reasonable or certain out of pocket expenses as pre-approved by CIRA.
(Moved: B. Gibson, seconded: C. Mackaay, unanimously carried)
8. Other Business
8.1 Approval of Corporate Calendar
A revised corporate calendar of 2014 Board meetings was discussed. The proposed dates with the exception of the one scheduled for April 23 were confirmed. An alternative date for the April meeting will be determined and communicated following a poll of the Directors to be conducted in the coming weeks.
8.2 Agenda and Board Material
There was discussion regarding the timeliness and organization of Board and Committee materials as well as the software employed to distribute the material to Directors. It was agreed that in order for the Chair of the Board to review agenda items and supporting material with the CEO, all agenda, Board and Committee material must be provided two weeks in advance of meetings for distribution to Board members one week in advance. Further, it was understood that an inquiry into alternative portals appropriate for distribution of Board materials will be undertaken.
9. Next Meeting
The next meeting will be held on February 25, 2014.
D. Chiswell, P. Havey, B. Holland and L. Gravel withdrew from the meeting.
10. In-Camera Session
The Board of Directors held an in camera session.
Following the in camera session, L. Gravel rejoined the meeting.
There being no further business, on motion by A. Escobar and seconded by K. McArthur, the meeting was concluded at 12:50 p.m.