2011/12/01 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at the CIRA Offices, 350 Sparks Street, Ottawa on December 1, 2011 at 9:00 a.m. Ottawa time.

Directors attending: Paul Andersen, Kerry Brown, John Demco (ex-officio), Heather Dryden (ex-officio), Andrew Escobar, Byron Holland (ex-officio), Jim Grey, John King, Rowena Liang, Louise Macdonald, Susan Mehinagic, Barry Shell, Victoria Withers

Regrets: Richard Anderson, Bill St.Arnaud

Corporate Secretary: Michael Stewart

Guests: David Fowler, Paul Havey, Jacques Latour

Recording Secretary: Lynn Gravel

1. Approval of Agenda

The Chair of the Board proposed that the agenda item 2.3 Financial Signing Authorities be deferred to another meeting.

It was the consensus of the Board of Directors that the agenda distributed with the material for the meeting be adopted with this amendment.

2. Corporate Calendar for 2011-2013

Further to the Board of Directors’ meeting of October 18, 2011, staff reviewed the corporate calendar and proposed meeting dates for the 2012-2013 calendar. Staff also revised the date of the 2012 Annual General Meeting (AGM) to September 2012. It was therefore agreed that staff would update the calendar with the proposed changes and circulate to the Board of Directors.

H. Dryden withdrew from the meeting.

3. Financial and Operational Updates

3.1 Report on all Statutory Obligations

This report was provided to the Board of Directors as information and tabled at the meeting.

3.2 Management Report

This report was provided to the Board of Directors as information and tabled at the meeting.

Staff provided an overview of the registration activities and noted that the uptick in domain growth in October 2011 was mainly due to the Price-off promotion. Staff also indicated that the trend line for the To Be Released (TBR) registrations was descending and as a result, staff is considering examining this secondary market as part of the corporate plan this coming year. A sample report on the activities and priorities of the organization was presented to the Board of Directors to exemplify the activity management at a high level.

3.3 Review of Q2 2012 Financial Results

P. Havey gave a brief overview of the actual financial results as compared to the recast budget for the period ending September 30, 2011 (Q2).

It was noted that the year to date registration revenue was on track and actual interest and other revenue continued to exceed the budget by approximately 70% due to the more active investment of funds. Certification and application revenue was up by over 48% due to a spike in applications in Q2. The Q2 Actual to Budget incorporates the recast re-allocation of $647K between departments. As at Q2, there was a $1M favourable expenditure variance. Staff anticipates that approximately 30% to 35% of the total favourable variance is expected to be permanent and the remainder a timing difference. The permanent differences in revenue and expenditures will serve to reduce the FY12 annual budgeted recast deficit of $775K.

Discussion ensued regarding the reporting of certain items and it was agreed that staff would consider separately reporting on the Community Investment Program during its IFRS review of financial statement formats.

4. 2011 Elections - Returning Officer's Final Report

This report was provided to the Board of Directors as information and tabled at the meeting.

M. Stewart presented an overview of the Returning Officer’s final report on the 2011 Elections. The Returning Officer noted in his report that the 2011 Election had proceeded remarkably smoothly and as a result, the report contained fewer recommendations and was shorter than in the past years. It was further noted that there were no material deviations from CIRA’s policies or Election rules mandating a report to the Board of Directors.

5. Update and Discussion of 2012-2013 Strategic Plan

B. Holland summarized the key points from the strategic planning session held the previous day. It was noted that the session was an opportunity for the Board of Directors to discuss and encourage thinking regarding certain issues. The session will inform staff in their planning of the FY2013 corporate plan and budget, but is mainly intended to guide them on the development of a more comprehensive FY2014-2017 Strategic Plan. The process for creating this plan will be communicated to the Board of Directors in the last quarter of FY2012.

Overall, there was support for the organization to further examine other products and value added services tied to our core competencies and pricing for .ca. It was also agreed that, for the moment, there would not appear to be any clear and compelling reason for CIRA to pursue participation in the initial wave of global gTLDs and that the organization should continue monitoring the new gTLD market (and possibly entertain some participation and/or assistance of any Canadian gTLD, if and only if it were requested and made sense).

The scenario planning highlighted CIRA’s potential opportunity to make more meaningful (i.e. fewer, longer-term and more impactful) commitments in support of its mandate through the Community Investment Program.

6. Update on Price-Off Promotion

D. Fowler provided to the Board of Directors the preliminary results of the Price-off Promotion. It was noted that the objectives of the project was to engage the channel, amplify the .CA brand and generate an increase in new registration. Staff reported that the Price-off promotion was a tremendous success in terms of channel participation with approximately 92% of Registrars participating.

P. Havey provided preliminary sales results on the pilot promotion. Absolute net new domain registrations were 22.6% or 8,366 higher in October 2011 than the prior year, with the lift in new domain registrations attributable to the promotion, after normalized growth, calculated to be between approximately 6% to 10%. A more detailed report will be available at the end of January.. These findings will then be shared with the Board of Directors and the Channel community.

H. Dryden rejoined the meeting.

7. Update on Committees

7.1 Report from the Governance Committee

The Chair of the Governance Committee reported that the Committee had met the previous week to develop the work plan for the upcoming year. The work plan was divided into various categories and input was received at the meeting on the following items: 1) Nomination and Election Process; 2) Board Effectiveness Assessment; 3) Committee Structure; 4) Board Skills Gap and Leadership Review; 5) Director Orientation Program; 6) Ongoing Board and Director Development; and 7) Board and Committee Fees.

7.2 Report from the Technical Oversight Committee

The Chair of the Committee reported that the Committee had not met recently.

7.3 Report from the Audit Committee

The Chair of the Audit Committee reported that the Committee had met the previous day to review the work plan including the agenda items for the upcoming year. As part of the work plan, the Audit Committee will be examining the internal control issues; reviewing the investment policy and the International Financial Reporting Standards accounting policy recommendations and staff will be providing an update on risk management. It was further noted that the Committee had reviewed the current financial signing authorities that have been in place since 2003 and after some discussion, directed staff to reconsider the proposed recommendations and provide some additional information before reporting back to the Audit Committee.

7.4 Report from the Budget Committee

The Chair of the Budget Committee reported that the Committee had met earlier to establish a work plan and schedule in order to provide a recommendation to the Board of Directors on the overall budget by February 28, 2012. The Budget Committee will be reviewing the high level planning assumptions and preliminary FY12 forecast at its upcoming meeting prior to reviewing the proposed FY13 budget in January.

7.5 Report from the Policy Advisory Committee

The Chair of the Board reported that R. Rader, the Co-Chair of the Committee had recently resigned from the Committee. The Chair of the Board conveyed CIRA's thanks and appreciation to R. Rader for his time and dedication to the Committee. The Co-Chair will be contacting the members of the Committee to seek a recommendation on the appointment of a new Co-Chair.

8. Other Business

There was no other business to discuss.

9. Next Meeting

The next meeting of the Board will be held on February 28, 2012 in conjunction with the Canadian Internet Forum on February 27, 2012.

D. Fowler, L. Gravel, J. Latour and M. Stewart withdrew from the meeting.

10. CEO Update

The CEO and Board of Directors held an in camera session.

Following the CEO Update, B. Holland withdrew from the meeting.

11. In-Camera Session

The Board of Directors held an in camera session.

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

12. Adjournment

There being no further business, on motion by K. Brown and seconded by J. King, the meeting was concluded at 12:30 p.m.