2018/09/26 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at CIRA’s offices in Ottawa, on September 26, 2018 at 1:45 p.m.

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

Advisors: John Demco, Byron Holland, Pamela Miller

Corporate Secretary: Paul Havey

Guests:  Albert Chang, Steven Barry, Dave Chiswell, David Fowler, Rick Koeller

Regrets: Rowena Liang

Recording Secretary: Lynn Gravel

1. Approval of Agenda

It was moved by L. Macdonald and seconded by M. Moll 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 July 25, 2018 Board of  Directors' Meeting
  • Report on all Statutory Obligations
  • Management Report
  • Q1 – FY19 Financial Results
  • Report from the Community Investment Committee

A few modifications were noted to the Management Report. It was therefore resolved that the consent agenda be approved with these changes.

(Moved: A. Escobar, seconded: B. Sandiford, unanimously carried)

4. Committee Reports

4.1 Report from the Market Strategy Committee

The Chair of the Committee reported that the Committee had met on September 12, 2018.  The Committee had reviewed the FAIR cost allocation plan summary and agreed to participate as required.  The Chair noted that the Committee had developed, over the past several meeting, risk continuums. A draft continuum guideline was presented that would allow staff to move quickly on lower risk activities; process expectations proportionally with risk; and encourage appropriate appetite and tolerance.  The Committee will examine the definitions of the continuums at its next meeting to gain more clarity and a draft document will be provided to the Board at a later date.

Staff provided an update to the Board on the portfolio scorecard highlighting the changes since the last quarter in market opportunities, strategic alignment and the competitive landscape. Staff presented a new product idea and expect to advance to Gate 1 in the next couple of months. Staff will be investigating the product costs, take to market plans and other risks.   

4.2 Report from the Finance, Audit, Investment and Risk Management Committee

The Chair of the Committee reported that the Committee had met recently to discuss the cost allocation exercise.  The Committee had reviewed and accepted the outputs and related revenues into the portfolio level groupings. The next step of the exercise involved a series of workshop sequentially organized to address input elements of People, Infrastructure and Other OPEX. It was envisioned that ideally 1-2 Committee members from the FAIR Committee and the Market Strategy Committee might choose to participate in the workshops.

4.3 Report from the Governance Committee

The Chair of the Committee reported that the Committee had met recently. The Committee had discussed the various options on how best to fill the role of the Corporate Secretary. It was agreed that management would outline a series of options with the pros and cons of each option and report back to the Committee. In the meantime, it was agreed that P. Havey would continue to serve in the role of Corporate Secretary.

It was therefore resolved that, on recommendation of the Governance Committee, 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: A. Escobar, seconded: J. Kowalchuk, unanimously carried)

The Committee also reviewed the results of the Board and Committees Effectiveness Survey. It was noted that the issues which were identified in the survey results, specifically the need for Director education, greater clarity on the roles of the Board, and Board awareness of industry, are recurring issues contained in previous Board Effectiveness surveys. The challenge was less about identifying the concerns, but rather how to implement the recommendations. The Chair of the Board noted that there was an opportunity at the upcoming strategic planning session to bring someone from outside to help understand how the industry is changing.

The Committee also reviewed the draft Board charter. It was noted the document was prepared based on the review of other Board charters, and that it was designed to interact with CIRA’s other policies. The Chair of the Committee noted that this draft was a very good starting point. It was agreed that the Committee would seek feedback from interested members of the Board of Directors to create a second version of the document. 

R. Koeller joined the meeting.

5. Risk Management Discussion

The Chair of the Board reminded the Board that at its Strategic Planning session in March 2018, a number of key strategic opportunities and threats were identified. The Chair referred the Board to the table that summarizes the top strategic opportunities facing the organization over the next 3 years; mapping to the risk registry; and the primary Board or Committee roles. It was noted that the session led to two additional risks being added to the registry: growing .CA by attracting millennials as an opportunity, and overdependence on a single market maker as a threat. 

The Board was asked whether the table captured the key strategic issues facing the organization that the Board should be undertaking. There was discussion but general agreement that board committees had an oversight role with respect to risks in areas within their purview. It was agreed that the Market Strategy Committee was best positioned to push the analysis of risk tolerance and appetite in its area of oversight, and use the results to suggest how the concepts and process could be used elsewhere by other committees or the board. The Chair asked that each Committee reflect on how to include the risk oversight in their next work plan.

R. Koeller withdrew from the meeting.

6. Other Business

On behalf of the Board, the Chair thanked M. Geist for his contribution to the board and in particular his role in setting up the Community Investment Program and making it a success.  The President and CEO also thanked M. Geist for his expertise and his passion and how these had contributed to the organization over the past 6 years.

7. Next Meeting

The next meeting of the Board will be in Ottawa on November 19, 20 and 21, 2018.   

8. In-Camera Session

The Board of Directors held an in camera session.

9. Adjournment

There being no further business, the meeting was concluded at 5:15 p.m.