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May 15, 2019

Chair, Nomination Committee
Canadian Internet Registration Authority
979 Bank Street, Suite 400
Ottawa, ON K1S 5K5

Re:  CIRA Board Competencies and Diversity

Dear Chair of the Nomination Committee,

We are writing on behalf of the CIRA Board to outline our assessment of the skills, competencies and personal characteristics which we believe are needed to fill anticipated gaps on the CIRA board through the 2019 election.

As in the past, these needs have been identified through director self-reports against the knowledge, skills, experience and behaviours that the Governance Committee believes are required to support our future work. We are hopeful that the information provided in this letter, together with any additional information which you may request of the Chair of the Board, will allow the Nomination Committee to effectively discharge its responsibilities.

Background

CIRA is governed by a 15-member Board of Directors who are responsible for the overall governance of the affairs of CIRA in support of CIRA’s dot-ca stewardship and strategy on behalf of Canada’s Internet community and users.  Board members also serve on one or more of these committees: 

  • Finance, Audit, Investment and Risk Management
  • Community Investment Committee
  • Governance
  • Compensation and Review
  • Market Strategy

Three of the Board positions are non-voting Board advisors: CIRA’s President; the founder of the original dot-ca Domain Name; and the Government of Canada representative.  Twelve other Board members are elected by CIRA members who are holders of dot-ca domain names.  Board elections are held annually by on-line voting, kicked off at CIRA’s annual general meeting. 

There will be four vacancies on the Board in September 2019 to be filled by Directors who will serve three-year terms.  Three of these vacancies will be filled from among those individuals nominated by the Nomination Committee and one of them will be filled from the (self-nomination) Member slate.

The Nomination Committee candidate slate consists of between five to nine individuals that the Nomination Committee considers will create the best balance of skills, experience and personal characteristics, as well as an appropriate level of diversity on the Board to optimize its performance. The number of candidates to be placed on the Nomination Committee slate is determined at the discretion of the committee, subject to the by-law restrictions.

Approach Taken by the CIRA Board

The skills matrix for self-assessment is similar to that used last year.

A description of the categories comprising the skills matrix may be found in Appendix A.  As was the case last year, Board members were asked to self-assess their capabilities as advanced, good or fair.

Results from all 12 elected Board members are reflected in Appendix B.

Appendix C includes the list of current board members indicating their roles, their current term and those whose terms end in 2019.

The term limit on directors is set at nine consecutive years.

Discussion

The objective of the Nomination Committee is to nominate the best possible slate of nominees to its slate that not only complement the existing skill strengths on the Board but also possess the overall competency and personal characteristics that will enable the Board to function optimally as a whole.  We therefore ask that the Nomination Committee consider that each of the nominees should have demonstrated skills and attributes as follows:

  • Demonstrated leadership skills that ideally include an indication of a creative and innovative approach to problem solving.
  • Ability to listen and be open to others’ perspectives including an ability to ask pertinent questions to help foster mutual understanding.
  • Ability to synthesize and build consensus including the ability to articulate a point of view with objective reasoning.
  • Ability to understand risks, opportunities and implications both environmental and internal that may impact CIRA.

In addition, both orderly succession of Board membership and a need for renewal and rejuvenation of the Board membership are considered important to ensure a consistently high performing Board.

Diversity Mandate

CIRA is a national not-for-profit corporation that represents the interests of Canadians generally with respect to its mandate.  For this reason, the Board would ask the Committee to consider the diversity of the Board in all its aspects, that it might be broadly representative of the diverse constituencies, interests and make-up of the Canadian population.  Information is provided to the Committee with respect to two of the many aspects of diversity: 

  • The Board’s gender composition (excluding ex-officio members) may be found in Appendix B.  We ask you to bear in mind our strong desire to have more women on the Board to regain gender balance.
  • With respect to regional representation, three of the elected Board members come from British Columbia, seven from Ontario, one from Quebec and one from Alberta.  Excluding those members whose terms finish in 2019, there would be two continuing board members from BC, five from Ontario and one from Alberta. We ask you to bear in mind our strong desire to have representation from across Canada.

Board Characteristics

The current Board possesses a good balance of the skills and backgrounds considered critical to optimal functioning, however, there are some specific skills gaps that may occur if the election process does not result in selection of one or more individuals who possess particular skills.  In addition to this perspective, the priority of needs has been informed by the need to provide for orderly succession over the coming years while providing for rejuvenation.

We do not consider the Board to be an entry level board and therefore it is important to its effective functioning that all its members have a good understanding of the duties and responsibilities of directors and board governance in the not-for-profit and/or the for-profit sectors and solid board experience. 

Some depth of experience in the industry in which CIRA operates, including an understanding of the emerging industry trends, also enhances board effectiveness.

These two background characteristics allow the Board to focus on substantive issues before it. In addition, the specific background and experience priorities for the September 2019 election have been identified as:

  • Finance, Accounting and Audit – specifically a minimum of one additional board member is strongly recommended with professional qualifications in these areas;
  • Experience with and understanding of community investment programs and community improvement, particularly in the technology sector; and
  • Experience, and understanding of the areas of law related to CIRA’s business, such as contract, Internet, IT, privacy, trademark, patent, etc.

The identification of these potential skill gaps is not intended to suggest that we are wishing to augment the skills in these areas in isolation from considerations relating to diversity and a range of styles of leadership and persuasion (such as independent mindedness, collegiality and courage to take a position as well the ability to ask probing and relevant questions).

We request that the Nomination Committee implement an in-person or via video conference interview process and reference check prior to finalizing the list of nominees as this would permit them to better assess the skills and personal characteristics of the individuals put forward for election and their ability to put in the time required to understand the issues at play.

Additional Materials

Please find attached two additional documents which may assist the committee in understanding the current priorities and challenges at CIRA.  The FY 17-20 Strategic Plan document provides an overview of current issues and strategies (note the Board is engaged in preparing the next multi-year plan) and is supported with an overview of the current operating plan entitled “Corporate Plan Fiscal Year 2019.  As was done in the prior year, we would be pleased to attend at the beginning of the Nomination Committee meeting to provide an overview of CIRA activities and priorities to provide deeper context for the committee and at the end of the meeting to receive any feedback the committee may have for consideration for the future.  We will not participate in the deliberations of the Nomination Committee in any way.

Closing Comments

On behalf of the Board, we would like to thank all the members of the Nomination Committee, and you as the Nomination Committee Chair, for your service in this important role.  The CIRA Board hopes that you find this information useful in your deliberations and that your task of reviewing the many applications anticipated is made easier.  Our purpose in providing you with this information is in no way intended to fetter your discretion in finding the most qualified nominees that the Nomination Committee believes will best serve the CIRA Board but merely to add to your toolkit which currently includes paper submissions and interviews with short-listed potential Board members.  If either of us can be of any assistance in providing information to you, please let us know at your earliest convenience. 

We look forward to meeting with you on July 3rd, to respond to any questions you might have on the above matters.

Yours sincerely,

Helen McDonald, Board Chair

Ryan Black, Chair, Governance Committee

Appendix A - CIRA Board Skills Matrix - Self-assessment

Following is the board skills matrix.  As discussed at our last board meeting it is requested that you complete a self-assessment of your skills as they relate to the needs of the CIRA board as a whole in order to assist in identifying any skills gaps that may exist in the board complement and communicate those to the Nomination Committee.  If you are of the view that you possess important but unlisted skills in relation to the overall needs of the Board or would care to elaborate on your basis for self-assessment, please do so as it would assist in the process.

You are not asked to comment on the other factors or personal characteristics with respect to your own attributes but if you feel there are other important factors or characteristics that are important to the board as a whole, please feel free to note them for input into the process.

Please assess your skills on the following scale:

  • Advanced – solid experience and, if applicable, verifiable credentials that together constitute extensive experience and comprehensive knowledge
  • Good – practical experience and demonstrated competency to practice
  • Fair – conceptual knowledge with limited experience
Director Key Strengths Competency Self-rating Comments
Previous Board of Directors Experience Experience in serving on public, private, or not-for-profit Boards operating with strong governance policies and practices.    
Global experience Understanding of the Internet multi-stakeholder environment and ecosystem in which CIRA is a participant.    
Not-for-Profit and Public sector experience Not-for-Profit and Public sector experience including knowledge of how governments operate, and the Canadian regulatory regime in which CIRA operates.    
Organizational Strategic Plan Experience with planning, evaluating, and developing organizational strategic plans, and allocating resources to achieve desired outcomes. This includes a demonstrated ability to focus on longer term goals and strategic outcomes, as separate from day to day management and operational experience.    
Business / Corporate Planning Experience Experience in business / corporate planning for public, private, or not-for-profit sectors.    
Finance Understanding of financial operational management and the proper application of internal controls for public, private, or not-for-profit sectors.    
Accounting & Audit  Financial literacy and knowledge of financial reporting, and knowledge of the considerations and issues associated with the auditing requirements for public, private or not-for-profit sectors.    
Investment Performance oversight experience

Investment oversight experience including knowledge of investment products/vehicles, market risk, impact of portfolio mix on risk/return and selection and oversight of Investment Manager performance.

   
Risk Management Experience in the process of identifying principal enterprise-wide corporate risks and to ensure that management has implemented the appropriate systems to mitigate and manage risk.    
Legal background

Background, experience, and understanding of the areas of law related to CIRA’s business, such as contract, Internet, IT, privacy, trademark, patent, etc.

   
Human Resources Experience  Understanding of human resource considerations and issues such as executive recruitment, succession planning, total compensation, performance management and organizational development.     

Industry experience

Industry experience related to CIRA’s line of business and mandate, including an understanding of emerging industry trends.

   
Technical Experience and understanding of the technology that CIRA operates.    
Marketing and communications experience Experience in marketing and communications.    

 

Other Factors:

  • Regional diversity
  • Gender and ethnic diversity
  • Orderly board succession and board leadership succession
  • Personal Characteristics
  • Ability to listen and be open to others perspectives including the ability to ask pertinent questions
  • Able to synthesize and build consensus including the ability to articulate a point of view with objective reasoning
  • Ability to understand risks, opportunities and implications

Appendix B - CIRA April 2018 - Skills Self-Assessment

Legend

  • A – must haves
  • B – should haves
  • M - Male
  • F - Female
  • A - advanced
  • G - good
  • F - fair
Board Members Gender Board Experience Global Experience Not for Profit and Public Sector Experience Organizational Strategic Planning Business & Corp Planning Finance Accounting & Audit Investment Performance Oversight Experience Risk Management Legal Human Resource Experience Industry Experience Technical Marketing & Communications Experience
    A B A A B B A B A B A A B B
Target   9 2 2 6 4 2 2 1 2 1 2 3 2 2
Current (12)

M-8

F-4

A-5

G-6

F-1 

A-5

G-6

F-1

A-6

G-3

F-3

A-9

G-3

F-0

A-9

G-3

F-0

A-3

G-8

F-1

A-3

G-7

F-2

A-2

G-6

F-4

A-4

G-4

F-4

A-2

G-5

F-5

A-6

G-4

F-2

A-7

G-4

F-1

A-6

G-4

F-2

A-3

G-7

F-2

Without directors eligible for re-election (8)

M-6

F-2

A-3

G-4

F-1

A-3

G-4

F-1

A-5

G-0

F-3

A-6

G-2

F-0

A-6

G-2

F-0

A-1

G-6

F-1

A-1

G-5

F-2

A-1

G-5

F-2

A-2

G-3

F-3

A-1

G-3

F-4

A-3

G-3

F-2

A-5

G-3

F-0

A-5

G-2

F-1

A-2

G-4

F-2

Appendix C - CIRA Board of Directors

Name Current term Role
Alex Beraskow October 2016 - 2019footnote1 Director
Ryan Black  October 2017 - 2020 Chair of the Governance Committee
Don Bowman October 2018 - 2021 Director
Andrew Escobar October 2017 - 2020 Chair of Finance, Audit, Investment and Risk Committee
Matthew Gamble October 2017 - 2021 Director
Jill Kowalchuk October 2017 - 2020 Co-chair of Community Investment Committee
Rowena Liang  October 2016 - 2019footnote1 Director 
Tyson Macauley  October 2017 - 2020  Director 
Louise MacDonald October 2016 - 2019footnote1 Director 
Helen McDonald October 2018 - 2021 Chair of the Board, Chair of Compensation and Review Committee
Marita Moll October 2015 - 2018 Co-chair of Community Investment Committee 
Bill Sandiford October 2018-2021 Co-chair of Community Investment Committee
Rob Villeneuve October 2016 - 2019footnote1 Vice-Chair of the Board, Chair of the Market Strategy Committee

footnote1: denotes a Director whose term is expiring