2018/11/28 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at CIRA’s offices in Ottawa, on November 20, 2018 at 8:30 a.m.

Directors attending: Alex Beraskow, Don Bowman, Ryan Black, Andrew Escobar, Matthew Gamble, Jill Kowalchuk, Rowena Liang, Louise Macdonald, Tyson Macaulay, Helen McDonald, Bill Sandiford, Rob Villeneuve

Advisors: John Demco, Byron Holland, Pamela Miller

Corporate Secretary: Paul Havey

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

Recording Secretary: Lynn Gravel

1. In-Camera Session

The Board of Directors held an in camera session.

A. Chang, S. Barry, D. Chiswell, D. Fowler, L. Gravel, P. Havey, B. Holland and J. Latour joined the meeting.

2. Welcome New Directors

The Chair welcomed newly elected and re-elected Directors D. Bowman, M. Gamble and B. Sandiford.

3. Approval of Agenda

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

4. Chair’s remarks

The Chair did not have any remarks.

5. Appointment of Vice-Chair

The Chair called for nominations for the Vice-Chair of the Board. After all nominations were made, a motion to close nominations for Vice-Chair was made by A. Escobar and seconded by J. Kowalchuk. Following the close of nominations, the Vice-Chair of the Board was appointed in accordance with s. 8.03(b) of the Amended and Restated Bylaw No.1.

Be it resolved that the Board of Directors appoints Rob Villeneuve to the position of Vice-Chair of CIRA 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, abstaining: R. Villeneuve, motion carried)

R. Black and R. Liang joined the meeting.

6. Consent Agenda

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

6.1 Approval of the Draft Minutes of the September 26, 2018 Board of Directors'    Meeting

6.2 Report on Statutory Obligations

6.3 Management Report

6.4 Review of Q2-FY19 Financial Results

6.5 2018 Returning Officer’s Final Report

6.6 Report from the Community Investment Committee

It was requested that the Management Report be moved to the regular agenda for discussion.

It was therefore resolved that the consent agenda be approved with the above noted change.

(Moved: M. Gamble, seconded: B. Sandiford, unanimously carried)

7. Management Report

The Board queried the evolving Canadian IXP Landscape section of the Management Report. Staff noted that since 2012, CIRA has supported the establishment of ten IXPs, with two more under development. The Board inquired about the metrics within CIRA for tracking the success of IXPs, and whether there is a plan to support any additional IXPs. Staff noted that CIRA was not proactively looking to support additional IXPs but was rather in a responsive mode, where it would respond if approached by a community with a request and reasonable case. It was further noted that a group of IX members and volunteers has been established where they discuss best practices, technical issues, marketing and attracting new peers. Staff is currently preparing a long term IXP strategy for internal use and will share it with the Board.

The Chair of the Board noted the interest in doing more with IXPs and that more discussion would follow under the Community Investment Program.  

8. Appointment of Returning Officer

It was noted that Richard Vickers was performing well as the Returning Officer, and that the recommendation was to re-appoint him and the assistant Returning Officer for another one-year term.

It was resolved that the Board of Directors appoint Richard Vickers as the Returning Officer for the 2019 Election and that the 2019 Returning Officer's remuneration be set at $250 per hour plus any reasonable or certain out of pocket expenses as pre-approved by CIRA.

Be it further resolved that the Board of Directors appoint Linsey Rains to assist the 2019 Returning Officer in carrying out his duties and that the remuneration be set at $200 per hour plus any reasonable or certain out of pocket expenses as pre-approved by CIRA.

(Moved: R. Black, seconded: R. Villeneuve, abstaining: D. Bowman, motion carried)

S. Alias joined the meeting.

9. Diversity Report

Staff presented the Diversity and Inclusion strategy in place at CIRA.  Staff noted that a number of changes had recently been made to attract and retain the best employees.  

Staff noted that one of the objective challenges encountered with increasing diversity in the workplace is the availability of talent in the market. Staff acknowledged that while there are problems in the technology industry, CIRA could take measures and embrace opportunities to be aspirational and differentiate CIRA even more in the marketplace by leveraging our current diversity (CIRA currently outperforms other technology organizations) as a way of attracting and retaining employees.

Staff noted that CIRA continues to build an inclusive culture and work environment.   At CIRA, diversity and inclusion are part of the organizational strategy to attract and retain the best and brightest. The organization recently launched a new Employee Value Proposition, revised its talent acquisition process and conducted a pay equity review to ensure that all employees are equitability compensated.

In addition, CIRA will shortly be launching a diversity and inclusion resource group to learn from employees what obstacles they face; has refreshed and communicated the employment equity, anti-discrimination and harassment free policies; and is working with schools to build a diverse pipeline of talent by having CIRA recognized as an employer of choice for new graduates.

Overall the Board was appreciative of the efforts undertaken so far on the strategy but queried whether the comparator statistics being used were the most appropriate and asked staff to investigate further what else could be done in order for CIRA to be aspirational in the technology industry. 

S. Alias withdrew from the meeting.

10. Proposed Changes to CIRA Objects

The Chair of the Board noted that the proposed changes to the CIRA Objects were presented to and approved by the Governance Committee at its meeting in June 2018.  It was the intent to have the changes approved at this Board meeting unless there was reason for more discussion at the Governance Committee.

Staff noted that under the previous Canada Corporations Act, the Objects were set out in CIRA’s Letters Patent, and that under the new Canada Not-for-Profit Corporations Act, they are called Purposes and are set out in CIRA’s Articles. It was noted that the Objects were last amended in 2006. Since that time, the industry has evolved considerably, and CIRA has expanded into new products and services, and has implemented its Community Investment Program.

It was noted that the proposed changes to the Purposes reflect the activities that have, since inception, always been an underlying component of CIRA’s operations, namely, the operation of the DNS; the current nature of CIRA’s expanded activities, namely, the provision of DNS and related services on a commercial basis; and CIRA’s activities in promoting the good governance, development and use of the internet in Canada, both domestically and internationally.

Staff presented the timeline for the review and changes to the Purposes. Staff noted that if the changes were approved at this meeting, it would provide ample time for CIRA to communicate the changes to CIRA members for approval at the September 2019 AGM. Overall, the Board was supportive of the proposed changes, and noted that the wording captures CIRA’s mandate, while adding guidance to the Internet-related activities.  

It was therefore resolved that

1. The articles of the corporation be amended to replace the current statement of the purpose of the corporation with the following:  

The purposes of the corporation are:

(a) to act as the registry for the .CA Internet domain;

(b) to provide professional registry, Domain Name System (DNS), and related services;

(c) to develop, carry out and/or support Internet-related activities that promote the good governance, development and use of the Internet for Canada; and

(d) to do all such other things as are incidental or conducive to the attainment of the above purposes.

2. The aforementioned change to the articles of the corporation be presented to the members as special business at the next Annual General Meeting of members to seek their approval of the change in accordance with section 197 of the Canada Not-for-Profit Corporations Act.

3.  In the event the members approve the aforementioned change, the President and CEO of the corporation be and is hereby authorized to take all such actions as may be necessary in order to amend the articles of the corporation in accordance with the foregoing.

(Moved: B. Sandiford, M. Gamble, unanimously carried)

11. .CA Marketing Plan

.CA Marketing Plan: Staff provided a strategic overview of the advertising/content plan for FY19. The overall objectives for the plan are to build .CA’s brand equity, cultivate the next generation of .CA registrants e.g. Millennials, and support the achievement of 550K new DUMs. In addition, the plan is testing the hypothesis that an incremental budget of $750K is sufficient to drive increases in brand equity and domain growth.

The target audiences for this program are SME’s and Millennials, with the majority of the investment going towards the SME audience. All spending has been scheduled to coincide with the seasonality of the business; Q3 and Q4 represent 62% of the investment.  The investment of ~$1.5M, which includes an incremental $750K for FY19, is spread across several areas – mass media, content partnerships, podcasts, social and display advertising, as well as both organic and paid search.  The program is being measured across a broad range of advertising, lead generation and brand metrics as well as the incremental impact on the achievement of the business objectives (550K new DUMS).  At the time of the Board meeting it was indicated that the program expenditures were just ramping up into the heavier spend quarters and at that point relative to the planned YTD budget of 259K new DUMs, .CA had achieved 257K new DUMs, or -2,107 to plan.

A question was raised regarding marketing initiatives for the Quebec market.  Staff noted that with the limited budget, a decision had been made to allocate more money into the English market, as opposed to the French market. It was noted by staff that some marketing initiatives had been undertaken in the very early days in Quebec, with limited results.  Staff noted that while CIRA was not engaged in direct marketing in Quebec, it was continuing to work with Quebec Registrars and support their marketing efforts through co-op marketing funds.  The Board questioned whether as a national organization, there was an obligation to market to all Canadians, including French speakers.

Staff was asked to look into the viability of developing a marketing plan for Quebec.

12. Committee Reports

12.1 Report from the Market Strategy Committee

The Chair of the Committee reported that the Committee had met on November 5, 2018.  Highlights of the meeting included an update on the product scorecard and the new products on the horizon.

It was noted that the Committee would be participating with the FAIR Committee in the infrastructure cost allocation exercise to be held in December. The Committee was also examining the definitions of the risk continuums and expected a close to the discussions soon. The simplified continuum guidelines were presented and overall the Committee was satisfied with the outcome. Looking forward, the work plan for the upcoming year includes the review of the new product filter, the distinction between product and services, and the risk discussion.  The Committee will continue to participate, as required, in the cost allocation exercise.

Staff provided an update to the Board on the portfolio scorecard highlighting the most recent changes in market opportunities, strategic alignment and the competitive landscape.

12.2 Report from the Finance, Audit, Investment and Risk Management Committee on Cost Allocation

The Chair of the Committee reported that the cost allocation exercise was progressing well.  The People exercise was now complete and staff was advancing to the Infrastructure exercise in December to be followed by the Other OPEX exercise sometime in January. Staff noted that the Board can expect to see, at the February Board meeting, the thirteen (13) output levels related to People, Infrastructure and Other Opex rolled up in the Strategic Plan framework of Operate, Innovate and Donate based on the FY19 Budget.

The Chair of the Committee noted that the work plan for the upcoming year included routine matters such as the audit plan and budget.  As part of the audit plan, it was agreed that management and the auditors would come up with audit quality indicators. It was further noted that the Committee may also revisit if any changes are required to the Statement of Investment Policy & Procedures.

13. Report on the Community Investment Program

Staff noted that there has been ongoing discussion on how to improve the Community Investment Program (CIP) as this is a process of continuous improvement. The current program provides funding in five main areas and is open to charities, non-profits and research institutions. The key areas funded are access, infrastructure, digital literacy, services and engagement with grants ranging from $25K to $100K. It was noted that the grants are $42K on average, as the tendency has been to fund smaller projects and thus provide smaller grants to more grantees. Few grantees were awarded the full $100K. An issue for strategic discussion was whether a greater impact could be made if more money was allocated to a smaller number of projects.  While these discussions continue, it was agreed that the 2019 (Round 6) granting program would continue but with modest program and process improvements identified based on recent discussions and feedback received from Round 5.

Staff presented three (3) options, with all options assuming a provisional funding up to $1.25M. Option 2 contemplated providing guidance to the Community Investment Committee to utilize the full range of available grants for individual projects up to $100K. This would require additional planning, which would delay the January 2019 launch date. At this time, staff recommended either option 1 or 3 as this did not affect the launch date of January 2019. 

There was considerable discussion on whether to fund projects larger than $100K.  There was also discussion whether to dedicate a certain amount of funds from the $1.25M budget to large scale projects, with the remainder of the funds allocated to the regular granting process.

After much discussion, the Board agreed to keep all of the funding areas as is and support the funding of one larger project. 

It was therefore resolved that the Board approve:

  • a provisional FY20 budget for the CIP Fund of $1.25 M for program grant disbursements, in advance of the formal budgeting process;
  • grant disbursements will be up to $100K, with the exception of one grant which could be over $100K and not greater than $250K.

(Moved: J. Kowalchuk, seconded: B. Sandiford, unanimously carried)

14. Other Business

14.1 Corporate Calendar 2018-2020

The Board of Directors reviewed the schedule of Board meetings for the upcoming year.  The proposed dates up to November 30, 2019 were accepted as presented.

15. Next Meeting

The next meeting of the Board will be held in Toronto on February 28, 2019 in conjunction with the Canadian Internet Forum.   

16. In-Camera Session

The Board of Directors held an in camera session.

17. Adjournment

There being no further business, on motion by A. Escobar and seconded by R. Black, the meeting was concluded at 5:20 p.m.