2017/07/26 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at the CIRA Offices, 979 Bank Street, Ottawa on July 26, 2017

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

Advisors: John Demco, Byron Holland, Pamela Miller

Corporate Secretary: Paul Havey

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

Recording Secretary: Lynn Gravel

1. Approval of Agenda

It was resolved that the agenda be adopted as presented.

(Moved: K. Brown, seconded: M. Moll, unanimously carried)

2. Approval of the Draft Minutes of the June 13 and 14, 2017 Board of Directors’ Meeting

It was resolved that the minutes of the June 13 and 14, 2017 Board of Directors’ Meetings be approved as presented.

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

3. In-Camera Session

The Board of Directors held an in-camera session.  

4. FURY Registry Services Agreement

The Board of Directors held an in-camera session.

5. Approval of the 2017 Audited Financial Statements

The financial statements were tabled at the meeting.

The Finance, Audit, Investment and Risk Management (FAIR) Committee had met on July 10, 2017 to review the Audited Financial Statements for the fiscal year ended March 31, 2017. 

Staff highlighted only the most significant changes to the financial statements and notes from the previous fiscal year. Staff noted a difference of approximately $50K between the “soft close” unaudited financial statements, previously presented to the Board, and the draft audited financial statements captured through management’s year-end closing process.  The primary difference pertained to the consulting expenditure line. Staff highlighted that the Amortization of intangible assets was lower in FY17 since the Finite life .CA registry was fully amortized last year. 

Staff also identified changes in the notes to the financial statements to reflect the transition of the investment portfolio for the revised Statement of Investment Policy and Procedures (“SIPP”) and a revised note 18 for subsequent events.    

The Chair of the FAIR Committee reported that the audit was straight forward and no misstatements, errors, fraud or internal control deficiencies were noted as a result of the auditor’s field work. 

The Committee was therefore recommending that the Board of Directors approve:

1. the financial statements of Canadian Internet Registration Authority for the fiscal year ended March 31, 2017, subject to the revised note 18;

2. the financial statements be presented to the members of CIRA at the next Annual General Meeting; and

3. S. Mehinagic and R. Liang be authorized to sign CIRA's 2016 financial statements on behalf of the Board of Directors to signify approval of the Board.

(Moved: A. Escobar, seconded: M. Moll, unanimously carried)

6. Appointment of the Auditors

The FAIR Committee had also agreed to make the following recommendations to the Board of Directors regarding the appointment of the Auditors for approval by the Members at the Annual General meeting:

1. a motion be presented at the upcoming Annual General Meeting, to re-appoint KPMG as CIRA’s auditors, to hold office until the close of the next annual meeting of members; and

2. the Board of Directors recommends approval of this motion by CIRA’s Members.

(Moved: R. Liang, seconded: H. McDonald, unanimously carried)

7. Member Report

The Member report was tabled at the meeting.

It was therefore resolved that the Member Report be approved as presented.

(Moved: A. Beraskow, seconded: R. Liang, unanimously carried)

8. Report from the Governance Committee

The Chair of the Governance Committee reported that the Committee had met on July 10, 2017 to discuss the public posting of CIRA’s SIPP and to review whether it may be appropriate to may slight changes to the CIRA’s objects to modernize them and better reflect the underlying activities pertaining to our internet operations.   

The Governance Committee had determined that the disclosure in the financial statements of our Restricted Investments, mix and vehicles was sufficient and that the SIPP should not be publicly posted, but would be made available upon request.

9. In-Camera Session

The Board of Directors held an in-camera session.

10. Adjournment

There being no further business, the meeting was concluded at 4:30 p.m.