2018/07/25 Minutes

Minutes of the meeting of the CIRA Board of Directors held via teleconference on July 25, 2018 at 1:00 p.m. ET

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

Advisors: John Demco, Byron Holland, Pamela Miller

Guest: Findlay Beith

Corporate Secretary: Paul Havey

1. Approval of Agenda

It was resolved that the agenda be adopted as presented.

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

2. Chair’s Remarks

The Chair did not have any remarks.

3. Approval of the Draft Minutes of the June 14, 2018 Board of Directors’ Meeting

It was resolved that the draft minutes of the June 14, 2018 Board of Directors’ meeting be approved as presented.

(Moved: M. Moll, seconded: L. Macdonald, unanimously carried)

4. Approval of the 2018 Audited Financial Statements

The financial statements were tabled at the meeting.

Staff noted that KPMG’s audit opinion was that the financial statements presented fairly, in all material respects, the financial positon of the Canadian Internet Registration Authority.  No matters were highlighted from the Audit Findings Report.

Staff highlighted the changes to the notes to the financial statements from the previous fiscal year.  A reference to Note 11 – Related party transactions was added to the Statement of Financial Position and the Statement of Operations. The most material change was the description of revenue in the Statement of Operations to DNS, registry and other service revenue to better reflect the underlying nature of what was previously described as Sponsorship and other revenue.  Staff noted that there were no other changes to the presentation to the financial statement presentation from last year. 

Staff noted that the excess of revenue over expenses was exactly as presented in the Q4 unaudited Actual to Budget financial statement results.

The FAIR Committee was therefore recommending that the Board of Directors approve:

  1. the financial statements of Canadian Internet Registration Authority for the fiscal year ended March 31, 2018 as presented;
  2. the financial statements be presented to the members of CIRA at the next Annual General Meeting; and
  3. H. McDonald and A. Escobar be authorized to sign CIRA's 2018 financial statements on behalf of the Board of Directors to signify approval of the Board.

(Moved: B. Sandiford, seconded: R. Liang, unanimously carried)

5. Appointment of the Auditors

The Chair of the FAIR Committee noted that at its last meeting, the Committee had discussed the re-appointment of the auditors and a possible partner rotation.  The Committee had agreed to proceed with KPMG as the auditors and reassess more fully next year.

It was therefore resolved that:

  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
  1. the Board of Directors recommends approval of this motion by CIRA’s Members.

(Moved: B. Sandiford, seconded: T. Macaulay, unanimously carried)

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

6. In-Camera Session

The Board held an in-camera session.

7. Adjournment

There being no further business, on motion by A. Escobar and seconded by L. Macdonald, the meeting was concluded at 2:00 p.m.