2014/09/16 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at the Four Points Sheraton Hotel in Calgary on September 16, 2014.

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

Advisors: John Demco, Byron Holland, Adam Scott

Guests: Dave Chiswell, David Fowler, Paul Havey, Jacques Latour

Recording Secretary: Lynn Gravel

It was resolved that the agenda be approved with a change in the order of items.

(Moved: B. St.Arnaud, seconded: R. Liang, unanimously carried)

2. Chair’s Remarks

The Chair reminded the Board that the term of office of a sitting Director continues until 30 days following the end of the election.

3. Approval of the Draft Minutes of the June 10, 2014 and July 30, 2014 Board of Directors’ Meetings

It was resolved that the minutes of the June 10, 2014 Board of Directors’ meeting be approved as presented.

(Moved: B. Sandiford, seconded: B. St.Arnaud, unanimously carried)

It was resolved that the minutes of the July 30, 2014 Board of Directors’ meeting be approved as presented.

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

4. Appointment of Corporate Secretary

It was resolved that the Board of Directors appoint Carole Mackaay to the position of Corporate Secretary 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: B. Sandiford, seconded: B. St.Arnaud, abstaining: C. Mackaay, motion carried)

5. Financial and Operational Updates

5.1 Report on all Statutory Obligations

This report was provided as information and tabled at the meeting.

5.2 Management Report

This report was provided as information and tabled at the meeting.

Highlights noted that renewals remained strong at over 80% and that net new growth was slightly under budget. It was reported that globally domain growth is slowing. However, .CA remains among the top 5 ccTLDs in terms of domain growth. Also discussed was the status of projects underway or planned through to December 30, 2014.

5.3 Review of Q1 2015 Financial Results

The financial statements were provided to the Board of Directors as information and tabled at the meeting.

Staff gave an overview of the Q1-FY15 actual financial results as compared to the budget. It was noted that revenue was slightly over budget. This is attributed to strong domain renewals for the period. Expenses were under budget as of the end of Q1-FY15 mostly due to the timing of new hires.

6. Committee Reports

6.1 Report from Market Strategy Committee

The Chair of the Committee reported that at its last meeting, staff had provided an update on ongoing initiatives. A comprehensive review was provided of the DNS services. Overall, the Committee is pleased with management’s progress in these areas. There was some discussion regarding the channel strategy and communications with its channel partners.

6.2 Report from the Finance, Audit, Investment and Risk Management Committee

The Chair of the Finance, Audit, Finance, Investment and Risk Management Committee reported that the Committee had been actively engaged in the selection of an Investment Manager. It was reported that three candidates had been invited to submit a proposal and that the interviews would be taking place the following week. It was noted that a review of the Investment Policy Statement would be necessary once the Investment Manager is selected.

6.3 Report from the Governance Committee

The Chair of the Governance Committee reported on its meeting held earlier in the month. The Committee recommended Board approval of the revised mandates for the Finance, Audit, Investment and Risk Management (FAIR) Committee as well as the Compensation and Review Committee.

It was therefore resolved that the Board of Directors approve the mandate of the FAIR Committee as presented.

(Moved: R. Liang, seconded: B. Gibson, unanimously carried)

There was some discussion on the proposed changes to the Compensation and Review Committee. It was proposed that the paragraph referencing the number of meetings be removed.

It was therefore resolved that the Board of Directors approve the mandate of the Compensation and Review Committee with the above noted change.

(Moved: B. Gibson, seconded: K. McArthur, unanimously carried)

The Chair of the Governance Committee reported that a list of topics had been received for the Director Orientation session. Topics included corporate and Internet governance, stakeholder relations and the strategic plan. Staff will prepare an agenda accordingly and all Directors are expected to attend the session in November.

The Board Effectiveness survey report was tabled at the meeting. Overall, the Board of Directors is satisfied with the direction and leadership.

The Committee also reviewed the changes to the revised Directors’ Code of Conduct and Policy on Conflicts of Interest and Financial Associations. It was noted that the changes were limited to an incorporation of the Financial Associations text into the Policy, and the inclusion of minor updates. Further revision is needed and the Policy will be brought back to the Board at a later date.

6.4 Report from the Community Investment Committee

The Chair of the Community Investment Committee reported that the Committee had met recently to collect the group’s perceptions of what had worked well and what could be improved with the granting process, the evaluation of the first cycle of applications and award to successful applicants. Overall the Committee was satisfied with the process. However, some concern was raised regarding the evaluation software and volume of applications. Staff will report back to the Committee on a number of process enhancements to the review tool as well as recommendations on a contingency plan in the event that future processes yield an unmanageable number of applications.

7. Update on ICANN/IANA

Staff provided a brief update on the IANA transition and ICANN accountability process.

8. Other Business

8.1 Resolution Regarding Safe Deposit Box

Staff requested that a Safe Deposit Box be opened in Ottawa. It was noted that the Board must adopt a resolution approving such a lease.

It was therefore resolved that the Board of Directors approve the leasing of a safety deposit box as per the Royal Bank of Canada resolution presented to the meeting.

(Moved: B. Sandiford, seconded: B. St.Arnaud, unanimously carried)

8.2 Board Portal

The Chair reviewed the results of the Board survey and noted that in general the Directors are satisfied with the current Board portal. Discussion ensued. It was agreed that a decision to adopt the current portal on a permanent basis would be deferred until the Board has had an opportunity to receive a presentation of an alternative portal. This presentation will be scheduled for the next Board meeting.

9. Next Meeting

The next meeting of the Board of Directors will be held in Ottawa on November 13, 2014.

D. Chiswell, D. Fowler, L. Gravel, P. Havey and J. Latour 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.

11. Adjournment

There being no further business, the meeting was concluded at 3:45 p.m.