2017/09/18 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at the CIRA Offices, 979 Bank Street, Ottawa on September 18, 2017

Directors attending: Alex Beraskow (via video conference), Kerry Brown, 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, Pamela Miller

Corporate Secretary: Paul Havey

Guests: Steven Barry, Albert Chang, Dave Chiswell, Mark Dumalski (Deloitte), David Fowler, Marc Jolicoeur (BLG), Jacques Latour, David Mason (Deloitte)

Recording Secretary: Lynn Gravel

1. In-Camera Session

The Board of Directors held an in-camera session.

2. Approval of Agenda

The Chair proposed that the agenda for the meeting be adopted with a change in the order of items and an update on the activities of the organization (in-camera).

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

3. Chair’s Remarks

The Chair did not have any remarks.

4. Consent Agenda

The Chair called for any items to be removed from the consent agenda for discussion.

a. Approval of the Draft Minutes of the July 26, 2017 Board of Directors’ Meeting

b. Report on all Statutory Obligations

It was therefore resolved that all items in the consent agenda be approved.

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

5. Appointment of Corporate Secretary

On recommendation of the Governance Committee, it was resolved that the Board of Directors appoint Paul Havey to the position of Corporate Secretary to hold office for a period of one year or until the next Board meeting after the expiry of such one year period and until the successor is appointed, whichever is later or until earlier resignation or removal.

(Moved: F. West, seconded: R. Liang, unanimously carried)

M. Dumalski, M. Jolicoeur and D. Mason joined the meeting.

6. FURY Registry Services Agreement

The Board of Directors held an in-camera session.

M. Dumalski and D. Mason withdrew from the meeting.

7. Financial and Operational Updates

7.1 Management Report

The Management report was tabled at the meeting.

Staff reported that the organization continues to evolve to address emerging market needs within the domestic & international internet environment and fulfill its strategic objectives of product & revenue diversification. CIRA’s knowledge base and sophistication level reflects an increasing requirement for skills. Management continues to monitor the environment in which the organization competes for talent, across all functional disciplines, to ensure CIRA remains competitive through the entire lifecycle of a productive employee.

There was discussion regarding gender diversity and staff reported that overall the organization was doing quite well and gender balanced. In response, the Board noted there is a lack of diversity in gender and race within the senior leadership team and encouraged greater consideration of this matter in future recruitment and development.    

7.2 Review of Q1-FY18 Financial Results

The financial statements were provided to the Board of Directors as information and tabled at the meeting.

Staff gave a brief overview of the Q1/FY18 financial results as compared to the budget noting that total revenues were $42K higher than budgeted as of the end of Q1/FY18, mostly driven by registration revenue. It was noted that the Cumulative New Domain Registrations exceeded the budget by 9K units while Cumulative Domain Renewals exceeded the budget by 34K units.

The Community Investment Program had a favourable variance of $234K compared to budget driven largely by timing on the final issuance of a few grants.

At the end of the quarter, there was an overall deficit of $607K as compared to the budgeted deficit of $1.1. As a result, CIRA has an overall favorable variance of $536K.

8.  Activities of the Organization

The Board held an in-camera session.

9. Committee Reports

9.1 Report from the Community Investment Committee

The Chair of the Committee reported that the Committee would be meeting soon to discuss the community investment activities and bring forward any recommendations at the next board meeting.

The Community Investment Committee was therefore recommending that the Board approve a provisional FY19 budget for the CIP Fund of $1M for program grant disbursements, in advance of the formal budgeting process.

(Moved: M. Geist, seconded: R. Liang, unanimously carried.

9.2 Report from the Market Strategy Committee

The Chair of the Market Strategy Committee reported that the Committee had met recently. There was discussion and debate around the scorecard, as to when products should leave the scorecard. The Committee concluded that none of the products would likely leave the scorecard and each product would be reviewed on an ad hoc basis.

Staff provided an update on the D-Zone DNS Firewall launch on June 8, 2017 and the D-Zone TLD Anycast onboarding of gTLDs.

The Chair of the Committee reported that the Committee had added risk management this year to its updated terms of reference. It was noted that since the FAIR Committee keeps a fairly robust risk register and not to duplicate their effort, the Market Strategy Committee was reviewing their oversight role and their highest priority risks and opportunities.

9.3 Report from the Governance Committee

The Chair of the Committee reported that the Committee had met recently to review the Board Effectiveness Survey. The Governance Committee was recommending that the Board focus on the two recommendations regarding 1) Board education and 2) the development of a more formalized policy and framework to guide the Board and management on which matters would come to the Board for approval, consultation, or information.

The Committee also reviewed the draft Consent Agenda Policy prepared by staff. It was noted that this policy would be reviewed by the Committee within one year. Thereafter, it could be reviewed at any time, but at a minimum, every three years.

It was therefore resolved that the Board of Directors approve the Consent Agenda Policy as presented.

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

The Committee was recommending the approval of the revised Terms of Reference of the Community Investment Committee (CIC) to allow an increase in the number of Directors from three to four, and an increase of one independent non-Director on the CIC.

It was therefore resolved that the Board of Directors approve the terms of reference of the Community Investment Committee as presented.

(Moved: F. West, seconded: S. Mehinagic, unanimously carried)

The Chair of the Committee reported that the Committee had reviewed the Strawman Framework for CIRA Objects. The proposed changes will be presented to the Board for discussion at the next meeting of the Board.

M. Jolicoeur withdrew from the meeting.

10. Other Business

10.1 Thanks to retiring directors.

On behalf of the Board and staff, CIRA thanked Kerry Brown and Faye West for their time and effort to the organization as directors and members of various committees throughout their term.

The Board and staff also extended its sincere thanks and appreciation to Susan Mehinagic as Chair of the board and member and/or Chair of many committees over the past 6 years.

11. Next Meeting

The next meeting of the Board will be held on November 15 and 16, 2017 in Toronto.

S. Barry, A. Chang, D. Chiswell, D. Fowler, L. Gravel, P. Havey, B. Holland and Jacques Latour withdrew from the meeting.

12. In-Camera Session

The Board of Directors held an in-camera session.

13. Adjournment

There being no further business, the meeting was concluded at 5:00 p.m.