2016/11/16 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at the CIRA Offices, 979 Bank Street, Ottawa on November 16, 2016 at 9:00 a.m.

Directors attending: Alex Beraskow, Kerry Brown, Andrew Escobar, Michael Geist, Rowena Liang, Louise Macdonald, Helen McDonald, Susan Mehinagic, Marita Moll, Bill Sandiford, Rob Villeneuve, Faye West

Advisors: John Demco, Byron Holland, Adam Scott 

Corporate Secretary: Paul Havey

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

Recording Secretary: Lynn Gravel

1. Welcome New Director

The Chair welcomed newly elected Board member Alex Beraskow. The Chair also conveyed CIRA's thanks and appreciation to Kevin McArthur for his contributions to the organization as a Board member over the past three years.

2. Approval of the Agenda

It was resolved that the agenda be approved as presented.

(Moved: F. West, seconded: L. Macdonald, unanimously carried)

3. Approval of the Draft Minutes of the September 21, 2016 Board of Directors' Meeting

It was resolved that the minutes of the September 21, 2016 Board of Directors’ meeting be approved as presented.

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

4. Chair’s Remarks

The Chair noted that the summary of the issues raised from the round table discussion of June 17, 2016 had been distributed and very few comments were received.  The Chair invited further discussion at the end of the meeting on how to proceed next. 

5. Election of Vice-Chair

The Chair called for nominations for the Vice-Chair of the Board.  Following the close of nominations, the Vice-Chair of the Board was elected in accordance with s. 8.02 of the Amended and Restated Bylaw No.1.

Be it resolved that the Board of Directors appoint Helen McDonald to the position of Vice-Chair 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: A. Escobar, unanimously carried)

6. Financial and Operational Updates

6.1 Report on all Statutory Obligations

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

6.2 Management Report

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

Highlights noted that registration revenue was $90K higher than the YTD budget due to increased new domain registrations and higher than anticipated domain renewals. These results make a $90K contribution towards our total Stretch Revenue Target and management is comfortable given year-to-date results and barring unforeseen changes that the stretch target will be achieved in FY17. It was also noted that staff successfully transitioned .kiwi on to the Fury Registry platform on October 12, 2016.

.CA continues to grow within a declining market, staff have spent considerable effort building brand awareness, generating leads for our partners and directly supporting our channel partners with collateral and MDF (marketing development funds).  There was discussion regarding the Channel programs and the partner’s ability to access them. Staff reiterated that the programs are available to all Registrars, each program is designed according to a set of principles and customized for the Registrar. As the market increases in competitiveness and our channel becomes increasingly crowded, we will need to consider increasing available resources for demand build programs utilizing more market driven, revolutionary tactics if we are to maintain our growth.   

Staff noted that the organizational accountabilities and responsibilities were revised to better align around a product/service offering perspective rather than a pure functional orientation. The goal is to provide enhanced oversight and focus on our core business and emerging product & service lines.

As previously communicated, the organization is also working on a refresh of its business processes. From a process perspective, the next focus will be a review of our sales practices and reporting.  As well, the organization structure was revised to create a separate Business Development & Sales function.

All of the process changes, shift in accountabilities, responsibilities and the related structural change are intended to optimize organizational outcomes and improve the strategic plan execution over the next four years. As noted previously, management foresees an evolution in the interaction of management and the Board, in particular aligning  the timing of certain Committee work to  the cadence established within the organization to achieve its’ deliverables within agreed to timeframes.  

6.3 Review of Q2-FY17 Financial Results

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

Highlights provided an overview of the Q2-FY17 actual financial results as compared to the budget. It was noted that registration revenue is $90K higher than YTD budgeted revenue due to an increase in new domain registrations (7K units over budgeted amount); and higher than anticipated domain renewals (73K additional unit by the end of Q2).
It was also noted that the Domestic D-Zone Managed DNS Service continues to see some positive sales traction.  As of the end of Q2/FY17, CIRA had 128 unique customers utilizing the D-Zone service providing an Annual Recurring Revenue of $139K.  Expenditures were under budget as of the end of Q2-FY17 mostly due to the timing of FTE hires/maternity leaves/lower variable compensation payouts and the timing of the Registrar Summits and the Co-op program activity.

7. 2016 Returning Officer’s Final Report

The report was provided to the Board of Directors as information and tabled at the meeting. Highlights noted that the 2016 Election had proceeded smoothly again. The Returning Officer’s final report noted no material deviations from the Policies or Election Rules requiring a report to the Board. The report contained only one recommendation around the use of social media tools in the election process. 

8. Appointment of Returning Officer

It was resolved that the Board of Directors appoint Richard Vickers as the Returning Officer for the 2017 Election and that the 2017 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 2017 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: K. Brown, seconded: A. Beraskow, unanimously carried)

A. Scott withdrew from the meeting.

9. Committee Reports

9.1 Report from Market Strategy Committee

The Chair of the Committee reported that the Committee had met on November 3, 2016.  The Committee reviewed the progress made to date and the work plan for the year ahead. There was a brief discussion on the D-Zone Recursive DNS services and more detail will follow at a later date.

9.2 Report from the Compensation Review Committee

The Chair of the Committee reported that the Committee had met the previous day for the CEO’s interim review.

9.3 Report from the Governance Committee

The Chair of the Governance Committee reported that the Committee had met twice recently.

It was noted that the term of P. Andersen, who has served for two years as an independent non-Director on the Community Investment Advisory Committee (CIAC), was expiring this year. The Committee was therefore recommending that P. Andersen be re-appointed for another one year term.

1. It was therefore resolved that the Board of Directors re-appoint Paul Andersen as a member of the Community Investment Committee for a one-year term.

(Moved: A. Escobar, seconded: H. McDonald, unanimously carried)

The Committee also reviewed the terms of reference of the (CIAC) noting the current limitations.  The terms of reference provide that members only serve on the CIAC for a maximum of four consecutive years in total.  Given that the majority of the CIAC members are in their 4th year, this would raise continuity issues. The Governance Committee was therefore recommending amending the terms of reference so that members of the CIAC who are independent non-Directors would be able to serve for a maximum of six years consecutive in total instead of four years.  Directors on the CIAC would be appointed in the same way as Directors on all the other Board committees.

2. It was therefore resolved that the Board of Directors approve the Terms of Reference of the Community Investment Advisory Committee, as presented.

(Moved: R. Liang, seconded: M. Moll, unanimously carried)

The Chair of the Committee reminded the Board that they were given the opportunity to provide feedback on the Directors’ Code of Conduct and Policy on Conflicts of Interest and on the Financial Associations between Directors Policy recently.  Overall, the Board appeared to be satisfied with the document and the merging of the two policies.

The Chair further noted that the Directors would be required to file an annual declaration with a questionnaire identifying any potential conflicts.

3. It was therefore resolved that the Board of Directors approve the revised Directors’ Code of Conduct and Policy on Conflicts of Interest and Financial Associations, as presented.

(Moved: R. Liang, seconded: L. Macdonald, unanimously carried)

9.4 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 July. The Committee will be reviewing its work plan for the upcoming year.

9.5 Report from the Community Investment Committee

An update on the outcomes of the funded and completed projects of the Community Investment Program was provided and tabled at the meeting. It was noted that round 4 planning was well underway.

At its last meeting, the Committee had discussed the evaluation criteria and recommended adjusting the weighting.  Also, one member of the Committee had recently stepped down and steps to find a replacement were in progress.  

The Chair of the Board thanked the Committee Chair and members for their contribution as well as staff for their ongoing support.

10. Other Business

10.1 Corporate Calendar 2016-2018

The corporate calendar for the 2016-2018 Board meetings was presented.

It was resolved that the proposed dates be confirmed up to November 15, 2017.

(Moved: F. West, seconded: K. Brown, unanimously carried)

10.2 Committee Membership

The Chair of the Board confirmed the appointment of the Committee Chairs and members for each Committee.

10.3 Follow-up on notes from round table discussion on June 17, 2016

The Chair noted that the session had been very useful but had left some questions on how to proceed with the matters raised.  A discussion ensued and the majority of Directors felt that the key issues were part of ongoing discussions in the context of the strategic planning. It was therefore agreed to table the notes and defer the discussion in one year time, to November 2017. 

11. Next Meeting

The next meeting of the Board of Directors will be held in Vancouver, British Columbia on February 28, 2017.

S. Barry, D. Chiswell, D. Fowler, L. Gravel, P. Havey and B. Holland withdrew from the meeting.

12. In Camera Session

The Board of Directors held an in camera session.

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

13. Adjournment

There being no further business, the meeting was concluded at 2:20 p.m.