2015/09/17 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at the Hyatt Regency Hotel in Vancouver on September 17, 2015 at 1:50 p.m.

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

Advisors:  John Demco, Byron Holland, Adam Scott

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

Recording Secretary: Lynn Gravel

1. Approval of Agenda

It was resolved that the agenda be approved as presented.

(Moved: B. Sandiford, seconded: R. Villeneuve)

2. Approval of the Draft Minutes of the June 16, 2015 and July 28, 2015 Board of Directors’ Meetings

It was resolved that the minutes of the June 16, 2015 Board of Directors’ meeting be approved as presented.

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

It was resolved that the minutes of the July 28, 2015 Board of Directors’ meeting be approved as presented.

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

3. Chair’s Remarks

The Chair thanked management for their hard work on the Strategic Plan presented to the Board the previous day.

4. Appointment of Corporate Secretary

On the recommendation of the Governance Committee, it was resolved that the Board of Directors appoint Paul Havey 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: K. Brown, unanimously 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. 

5.3 Review of Q1 2016 Financial Results

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

Staff gave a brief overview of the Q1/FY16 financial results as compared to the budget noting that overall registration revenue was $10K lower than the overall budget as a result of the impact of offsetting FY15 price incentive discounts being recognized in the first quarter. An update was provided on D-Zone Managed Service as of the end of July 2015, where the total sales bookings exceed $100K from twelve (12) active customers.  Staff pointed out that the quarterly investment income will fluctuate with the change in the prevailing market conditions.   Staff stated they’ll examine the merits of obtaining a standby credit facility to manage tighter cash flows that have emerged since the introduction of the monthly credit program.

6. Committee Reports

6.1 Report from Market Strategy Committee

Staff provided an update on the current product development initiatives which are underway. An update was provided on the D-Zone markets and market acceptance. It was noted the Fury Registry Services will be launched by the end of the fiscal year.    

6.2 Report from the Community Investment Committee

The Chair of the Community Investment Committee reported that the Committee is scheduled to meet later this month.

The Community Investment Committee was however recommending that the Board approve a provisional FY17 budget for the CIP Fund of $1M for program grant disbursements, in advance of the formal budgeting process.

(Moved: L. Macdonald, seconded: B. Sandiford, unanimously carried)

6.3 Report from the Compensation and Review Committee

The Compensation and Review Committee will provide their report to the Board of Directors during the in-camera session.

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

The Finance, Audit, Investment and Risk Management (FAIR) Committee had not met since its last meeting in June.

6.5 Report from the Governance Committee

The Chair of the Governance Committee reported on its meeting held earlier in the month.  The Committee had reviewed the Board Effectiveness Feedback report and noted that overall there was a high degree of satisfaction with the Board. 

The Committee also discussed the feedback received from the Nomination Committee on the election process.  These recommendations will be taken into consideration when planning the next election.

Staff had provided to the Committee a summary of the improvements to this year's Campaign Forum by adding a Social Media sharing feature, allowing a user to share the title of the thread.

7. Update on IXP and State of the Internet

Staff provided a brief update on the IXP benefits to Canada and on the Internet Performance (IPT) - State of the Internet.   Staff will determine the optimal approach and strategies to release information obtained from IPT tests and manage any risk around the release and/or use of this information by third parties.

8. Other Business

On behalf of the Board and staff, the Chair conveyed CIRA's thanks and appreciation to
C.Mackay for her contributions to the organization as a Board member, Corporate Secretary and Chair of the Governance Committee over the past three years.

9. Next Meeting

The next meeting of the Board of Directors will be held in Ottawa in November 2015.

S. Barry, 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.

11. Adjournment

There being no further business, the meeting was concluded at 4:00 p.m.