2014/07/30 Minutes

Minutes of the Meeting of the CIRA Board of Directors held via teleconference on July 30, 2014 at 12:00 p.m. ET

Directors attending: Kerry Brown, Andrew Escobar, Michael Geist, Bill Gibson, Rowena Liang, Louise Macdonald, Carole Mackaay, Kevin McArthur, Susan Mehinagic, Bill Sandiford, Bill St.Arnaud, Rob Villeneuve

Advisors: John Demco, Byron Holland

Regrets: Adam Scott

Guest: Paul Havey

Recording Secretary: Lynn Gravel

1. Approval of Agenda

The Chair proposed that the appointment of the Auditors for the FY2015 Audit Engagement be added to the agenda. The agenda was adopted with this amendment.

2. Chair’s Remarks

The Chair did not have any remarks.

3. Approval of the 2014 Audited Financial Statements

The financial statements were tabled at the meeting.

The Finance, Audit, Investment and Risk Management (FAIR) Committee had met on July 24, 2014 to review the Audited Financial Statements for the fiscal year ended March 31, 2014. The Committee recommended based on its review that the Board of Directors approve:

1. the financial statements of Canadian Internet Registration Authority for the fiscal year ended March 31, 2014 as presented;

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 2014 financial statements on behalf of the Board of Directors to signify approval of the Board.

(Moved: B. Sandiford, seconded: C. Mackaay, unanimously carried.

4. Appointment of the Auditors for the FY2015 Audit Engagement

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: B. Gibson, seconded: K. Brown, unanimously carried)

5. Update on Lease Negotiation

Staff presented a summary of the process, financials and material terms & conditions of the lease agreement with Minto (Lansdowne Office Inc) which had been signed and executed by management the previous day. It was noted that the lease arrangement had been slightly restructured and the financial terms renegotiated since the last presentation to the Board. The meeting was informed of the changes that had been made, all to the benefit of CIRA.

The Chair commended management for their all their work in such a short timeline.

B. Holland joined the meeting.

6. Other Business

Staff provided an update on the recent personnel changes within Industry Canada.

7. Next Meeting

The next meeting of the Board will be held in Calgary on September 16, 2014.

8. Adjournment

There being no further business the meeting was concluded at 12:45 p.m.