2018/05/03 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at CIRA Offices, 979 Bank Street, Ottawa on May 3, 2018

Directors attending: Alex Beraskow, Ryan Black, Andrew Escobar, Michael Geist, Jill Kowalchuk, Rowena Liang (via videoconference), Louise Macdonald, Tyson Macaulay, Helen McDonald, Marita Moll, Bill Sandiford, Rob Villeneuve

Advisors: John Demco, Byron Holland, Adam Scott

Corporate Secretary: Paul Havey

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

Recording Secretary: Lynn Gravel

1. Approval of Agenda

It was moved by M. Moll and seconded by J. Kowalchuk that the agenda for the meeting be adopted as presented.

2. Chair’s remarks

The Chair did not have any remarks.

3. Consent Agenda

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

  • Approval of the Draft Minutes of the March 6, 2018 Board of Directors'  Meeting
  • Report on Statutory Obligations
  • FY19 Recalibration       

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

(Moved: A. Escobar, seconded: T. Macaulay, unanimously carried)

4. Management Report

This report was provided as information and tabled at the meeting.

There was some discussion around the different types of strategic partnerships that CIRA might face in the future and it was agreed that, going forward, appropriate guidelines should be established for more complex types of transactions. 

5. Mid-Strategic Plan Review

The Board and management engaged in a mid-term strategic plan review session. Staff provided a brief presentation to recap CIRA’s FY17-20 Strategic plan, provide a progress report for the first two years of the plan and an updated environmental assessment. The focus of the session was to engage in a discussion aimed at assessing the progress against the strategic plan objectives and determine any immediate and/or longer term course corrections on the plan heading into FY20 and the next strategic planning cycle. 

Management will report out on the notes from each of the break-out sessions by strategic pillars and the insights captured during the synthesis portion of the discussion.

A. Scott withdrew from the meeting.

6. In-Camera Session

The Board held an in-camera session.

7. Community Investment Program Applications

The Co-Chair of the Community Investment Committee reported that the Committee had reviewed a total of 185 applications and was recommending to the Board the funding of 28 initiatives.

It was therefore resolved that the Board of Directors:

  1. Approve the full disbursement of $1.25 M;
  2. Approve the 28 submissions as outlined; and
  3. Approve honorariums for the seven independent non-Directors of the Committee in the amount of $2K each in addition to their meeting fees and expense reimbursement.

(Moved: T. Macaulay, seconded: A. Beraskow, unanimously carried)

8. Report from the Market Strategy Committee

The Chair reported that the Committee had met in April in preparation for the strategic plan review.  The Committee considered CIRA’s progress towards the Innovation pillar through the Committee’s lens. Staff had provided an update on the environmental scan for each product segment and the risk tolerance continuums for each product. The Committee agreed with staff’s preliminary assessment and is of the view that they are heading in the right direction.

The Committee concluded that it was most aligned with the Innovation pillar but that the Committee’s mandate and objectives did not fully cover the initiatives of this pillar.  The Committee suggested better alignment between Committee mandates and the organization’s strategic pillars to improve the oversight of the strategic plan.  

At its next meeting, the Committee will review the risk tolerance continuums for each product and will support staff and the FAIR Committee with the cost allocation exercise.

9. Report from the Finance, Audit, Investment and Risk Management Committee

The Chair of the Committee reported that the Committee had met recently to review possible changes to the Statement of Investment Policy and Procedures (“SIPP”).  An update to the policy, if any, would be proposed at the June Board meeting.  

The Chair of the Committee referred the Board to the Management Report for the anticipated timeline on the cost allocation exercise.  With the approval of the FY19 Budget, staff has commenced the development of a cost allocation framework and other tools to aid in the allocation exercise.  The collective exercise is expected to feed into the FY20 budget preparation later this fall and inform other Board decisions with respect to resource allocation and product diversification.

10. Other Business

There was no other business to discuss.

11. Next Meeting

The next meeting of the Board will be held in Calgary on June 14, 2018.   

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

12. In-Camera Session

The Board of Directors held an in camera session.

13. Adjournment

On motion by A. Escobar and seconded by R. Villeneuve, the meeting was concluded at 5:00 p.m.