Remuneration to elected CIRA directors is based on the following principles (the “Principles”):
- Attract and retain skilled, productive board members with core governance competencies.
- Ensure external market competitiveness and equity.
- Recognize the additional responsibilities undertaken by the chair, vice-chair, and committee chairs.
- Be fiscally responsible and consistent with corporate governance best practices.
In accordance with CIRA’s Director Compensation Policy and the Terms of Reference of the Governance Committee, the Board must determine on recommendation of the Governance Committee whether to fully review director compensation every three years. Using the Principles, such review is aimed at ensuring CIRA’s director compensation practices remain current and in-line with market practices. The Board may engage an independent consultant to conduct this review.
The Principles were established following a review conducted by an independent consulting firm in July 2009. The purpose of the review was to ensure compensation remained consistent with that of directors serving in similar industries and organizations of comparable size to CIRA. Board compensation was updated effective April 2024 following a market analysis conducted by an independent consulting firm in 2023.
Review of director compensation
In 2023, the Board engaged an independent consulting firm to conduct a market analysis, including other like organizations in the not-for-profit sector. Having regard to the Principles and the market analysis, in 2024 the Board approved certain adjustments to compensation that it viewed as being fair and reasonable. Prior to the 2024 changes, Board compensation had been unchanged since 2012, which is when the Board had last retained an independent consultant to review director compensation.
FAQs
CIRA’s Board members may receive remuneration to recognize their time and effort, and to help the organization attract and retain experienced and knowledgeable members to its Board. Board members may choose to forego their remuneration or to donate it to a charitable organization.
The three board advisors, including CIRA’s president and CEO, Innovation, Science and Economic Development’s (ISED) representative, and John Demco, are not eligible for compensation.
Directors are compensated based on their role within the Board, the number and types of meetings they attend, and any additional committee work performed.
Based on the results of the review of similar non-profit organizations, the original compensation plan for CIRA directors was developed to:
- Attract and retain skilled, productive board members representative of the Canadian population.
- Ensure external market competitiveness and internal equity.
- Recognize the additional responsibilities undertaken by the executive committee and the committee chairs.
- Be fiscally responsible and consistent with corporate governance best practices.
The CIRA membership overwhelmingly approved a by-law amendment in February 2006, which established a compensation framework for elected directors in connection with the performance of their duties. In accordance with the Director Compensation Policy and the Terms of Reference of the Governance Committee, the Board regularly reviews the director compensation framework to ensure alignment with the Principles.
In 2005/2006, CIRA hired a third-party human resources consulting firm to conduct a board compensation survey. Twelve organizations of a similar size, scope and class were surveyed to form a comparison baseline. The consulting firm prepared a compensation framework for the Board based on the survey results. This framework was used to draft the compensation proposal brought forward to and approved by CIRA Members.
CIRA director compensation schedule – Effective April 1, 2024
| Position | Annual Retainer |
Meeting Fee for Board Meetings |
Meeting Fee for Committee* Meetings |
| Chair | $23,000 | $900 | $350 ** |
| Vice-Chair / Corporate Secretary |
$15,000 | $900 | $350 ** |
| Committee Chairs | $15,000 | $900 | $350 ** |
| Director | $12,000 | $900 | $350 ** |
* Committees will include the standing committees of the Board as set out in their Terms of Reference, as well as any ad hoc committee established by the Board to undertake special, time-limited tasks on its behalf, where the Board has agreed to provide compensation to Elected Directors participating in the ad hoc committee.
** For committee and other meetings lasting longer than 30 minutes. For meetings less than 30 minutes, the Meeting Fees will be entirely waived.
In the event that a Board member holds the position of Vice-Chair or Corporate Secretary and is also the chair of a committee, then the annual retainer will be $20,000.
The preference is for no Board member to be the chair of two or more committees. However, in the unlikely event that a Board member is the chair of two or more committees, then the annual retainer will be $20,000. There is no additional retainer for the Chair in the event that the Chair also is the chair of one or more committees.