2017/05/17 Minutes

Minutes of the Meeting of the CIRA Board of Directors held via teleconference Ottawa on May 17, 2017 at 2:00 p.m. ET

Directors attending: Alex Beraskow, 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 

Regrets: Kerry Brown

Corporate Secretary: Paul Havey

Recording Secretary: Lynn Gravel

1. Approval of Agenda

It was moved by M. Moll and seconded by R. Liang that the agenda be adopted as presented.

2. Composition of the Nomination Committee

The Governance Committee held a meeting on May 4, 2017 to review the list of the 39 applications received, rank them and discuss the various industry experience, not-for-profit or public sector work experience and governance experience of the candidates.

On the recommendation of the Governance Committee it was therefore resolved that the Board of Directors appoint the following people to the Nomination Committee for a term of two (2) years, starting May 18, 2017: Rita Andreone, Jacob Glick, Alyssa Moore, Margie Parikh, Cynthia Robertson and Richard Simpson.

(Moved: F. West, seconded: M. Geist, unanimously carried)

3. Public Format of Corporate Plan and Member Report

Staff presented a new format and approach to sharing the Corporate Plan and Member Report with the public. Staff noted that the proposed online format would include a message from the CEO and Chair of the Board, and outline the core priorities and activities for the year ahead.  The audited financial statements would continue to be presented as a separate document.  It was further noted that the intent of the new format was to make it more accessible and user friendly to members.  

Overall the Board was supportive with the new format.  There was discussion regarding the content of the messages from both the CEO and Chair. It was agreed that both letters to the members, the Member Report and the audited financial statements would be presented and approved by the Board at its July 26, 2017 meeting.

The Board also agreed to discuss at a later date, its relationship and communications with the Members.

4. Draft Letter to the Nomination Committee

The Chair of the Board presented the draft letter to the Nomination Committee regarding CIRA’s Board competencies and diversity. The report focuses the discussion on the skills gap on the Board that would exist if the Directors currently up for re-election this year were not re-reelected by the Members.

The Board discussion with respect to skills focused on diversity and whether industry experience knowledge and/or knowledge of CIRA ought to be elevated to its own specific qualification.

The Board agreed to proceed with the draft letter as presented, with the removal of one sentence. 

5. Other Business

Staff provided an update on a recent FURY Registry opportunity.

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

6. In-Camera Session

The Board of Directors held an in-camera session.

7. Adjournment

There being no further business, the meeting was concluded at 4:25 p.m.