2018/05/16 Minutes

Minutes of the Meeting of the CIRA Board of Directors held via teleconference Ottawa on May 16, 2018 at 2:00 p.m. ET

Directors attending: Alex Beraskow, Ryan Black, Andrew Escobar, Michael Geist, Rowena Liang, Louise Macdonald, Helen McDonald, Bill Sandiford, Rob Villeneuve

Advisors: John Demco, Byron Holland

Regrets: Jill Kowalchuk, Tyson Macaulay, Pamela Miller, Marita Moll

Corporate Secretary: Paul Havey

Recording Secretary: Lynn Gravel

1. Approval of Agenda

It was moved by A. Beraskow and seconded by L. Macdonald that the agenda for the meeting be adopted as presented.

2. Composition of the Nomination Committee

The Governance Committee held a meeting on May 9, 2018 to discuss and select the preferred candidates out of the 43 applications received for the Nomination Committee. The selection was based on various factors, including industry experience, not-for-profit or public sector work experience, diversity and governance experience of the candidates.

There was discussion regarding diversity.  The Chair of the Governance Committee noted that the Governance Committee does consider diversity when selecting candidates to make sure the Nomination Committee is broadly representative, and that the key task is to ensure adequate diversity on the board.  It was agreed that the Governance Committee would examine the applicant outreach to broaden the applicant pool for next year.

On the recommendation of the Governance Committee it was therefore resolved that the Board of Directors appoint the following people to the Nomination Committee for a term of two (2) years, starting May 16, 2018: David Allnut, Paul Andersen, Nancy Carter, Timothy Denton, Lindsay Sill and Victoria Withers.

(Moved: L. Macdonald, seconded: B. Sandiford, unanimously carried)

3. Draft Letter to the Nomination Committee

The Chair of the Board presented the draft letter to the Nomination Committee regarding CIRA’s Board competencies and diversity. The report focuses the discussion on the skills gap on the Board that would exist if the Directors currently up for re-election this year are not re-elected by the Members.

The Board agreed to proceed with the draft letter as presented, with the removal of one sentence. 

4. Other Business

There was no other business to discuss.

L. Gravel, P. Havey and B. Holland withdrew from the meeting.

5. In-Camera Session

The Board of Directors held an in-camera session.

6. Adjournment

On motion by B. Sandiford and seconded by A. Escobar, the meeting was concluded at 2:30 p.m.