Letter to the nomination committee

Following an annual board skills survey, CIRA’s board submits a letter to the nomination committee that outlines the skills and experience needed on the board to ensure balanced representation on the election ballot. The nomination committee looks to this letter when reviewing applications and selecting candidates; as should members when endorsing nominees and voting for candidates.

May 10, 2024

Chair, Nomination Committee
Canadian Internet Registration Authority
979 Bank Street, Suite 400
Ottawa, ON K1S 5K5

Subject: Letter to the Nomination Committee

Dear Members of the 2024 CIRA Nomination Committee,

Thank you to each of you for agreeing to serve on CIRA’s Nomination Committee. We wish to express our appreciation for your strategic contributions, as we believe they are vital to CIRA’s work of continuing to ensure public confidence in the credibility of our Governance processes. The independence and rigor of the nomination process has, over the past years, allowed CIRA to benefit from the best talent Canada has to offer.

We wish to inform you that following recommendations made by the Nomination Committee in previous years, CIRA has and will continue to provide orientation sessions for new and returning members of the Board of Directors. CIRA will continue to build on and expand this process.

We take this opportunity to provide you highlights on some of our current and upcoming areas of work, as well as areas wherein we have identified needs.

Background

CIRA is governed by a 15-member Board of Directors who is responsible for the overall governance of the affairs of CIRA in support of the .CA stewardship and strategy on behalf of Canada’s Internet community and users. There are at least four Board meetings held each year, and on occasion a few more. In addition, each Board member serves on an average of two Board Committees. The Board Committees are established to facilitate the work of the Board and are accountable to the Board. Committees meet a minimum three times per year, and on occasion a few more. Committees include:

1.     Governance
2.     Finance, Audit, Investment and Risk Management
3.     Compensation and Review
4.     Service Strategy
5.     Community Investment

On occasion, the CIRA Board may decide to create Ad-hoc Committees to address a specific and urgent area of Board work, with a defined timeframe. For the CIRA Board and Committees work, candidates need to be mindful of the time commitment for meetings preparation, materials review and the active participation required.

The CIRA Board is comprised of:

• Twelve voting Directors elected by CIRA Members.
  • Board elections are held annually by on-line voting kicked off at CIRA’s Annual General Meeting (each fall, in September).
• Three non-voting Board Advisors, namely the President and CEO; the founder of the original .CA Domain Name; and the Government of Canada representative.

The CIRA Board is not a starter Board, and its role and responsibilities are subject to provisions of the CIRA Bylaws, the Canada Not-for-Profit Corporations Act, its regulations and other applicable legislation. The Board’s fiduciary responsibility is to ensure the best interests of CIRA and exercise the duty to care and the duty of loyalty in its oversight and strategic decision-making. Knowledge and appreciation of CIRA’s multi-stakeholder community is also useful. In addition, the Board organizes an Orientation session to on-board new Board members and organizes a few brief Professional Development group trainings through the year. Experience in Board governance and/or senior management experience is desirable to strategically contribute to oversight of Management’s work in the strategic plan implementation.

The Nomination Committee

This work of the Nomination Committee is guided by CIRA’s Policy on Nominations and Elections 2024, adopted by CIRA’s Board on February 29, 2024 following the motion presented by the Governance Committee.

In September 2024, there will be four (4) vacancies on CIRA’s Board. One (1) of these vacancies will be filled from the Member slate. Three (3) of the vacancies will be filled from among those individuals put forth by the Nomination Committee. All elected Directors will serve a three-year term, and as the Bylaws state, Directors shall not serve for more than three (3) consecutive, three-year terms. The Nomination Committee candidate slate may consist of between five (5) and nine (9) individuals that the Nomination Committee considers will create the best balance of skills competencies, experience, background and personal characteristics to optimize CIRA’s Board’s ability to carry out its role and responsibilities and to offer strategic leadership and oversight. The number of candidates to be placed on the Nomination Committee slate is determined at the discretion of the Nomination Committee, subject to the Bylaw restrictions.

Looking forward: Inflection and Reflection

In 2024, we have entered the final year of our five-year Strategic Plan, and CIRA is at an inflection point. We are at a point of inflection where CIRA can safeguard the future of .CA by ensuring that we have the team, resources, technology and strategy required not only to compete but to protect our core mandate and mission to build a trusted internet for Canadians. CIRA has always been at the center of Canada’s internet. However, given the changes we are seeing in the world, it is important to understand that the stakes have never been higher, and the opportunities have never been greater. CIRA operates at a scale now that we’ve never seen before, and our position within the internet ecosystem means we are a mission critical operation for Canada’s economy and society. CIRA’s mission to build a trusted internet for Canadians isn’t just a slogan, it is a fact.

Earlier this year, Board members once again completed the Board Skills Matrix survey. This self-assessment provided each Board member the opportunity to assess their own competencies and capabilities as advanced, strong/good or fair. Board members were advised to be self-critical in evaluating themselves. The Governance Committee discussed the results of this assessment on May 2nd and took note of the areas of strengths around the Board table. A few areas of potential competencies and skills gaps have come to light. (see Appendix A).

CIRA Board Needs

The recent Board skills survey initiated by the Governance Committee highlighted the following two skills sets below:

1. Financial acumen and experience in Finance, Audit, Investments and Risk oversight at the Board level and in the Committee work, including one or more persons with current experience as an operational CFO with professional credentials (i.e. CPA, CFA, FMVA, etc.). In particular, CIRA is seeking candidates with advanced, practical experience in this field.
2. Legal experience and understanding of the areas of law related to CIRA’s business, such as Internet, IT, and privacy, etc. We believe these topics will become increasingly salient in the near future.

In addition, while our Board skills survey did not highlight a gap given the current Board composition, we believe experience and knowledge in the Domain Name System as well as the national and global ecosystem in which CIRA’s mission and strategic plan implementation operates are important. In particular, CIRA is looking for candidates that are able to enumerate specific granular examples of their experience in the domain name industry.

Further, given the volatile landscape in which Internet Technologies are evolving, the pace of innovations and growth, the intensity and impacts of the disruptions as well as the costs to fix the actions caused by both national and global cyber threats and a variety of threat actors, CIRA’s work in protecting the internet and .CA domains for the benefit of all Canadians deserves continued attention. The CIRA Board aspires to stay both, current and future-focused in cybersecurity. Continued awareness on the importance of cybersecurity knowledge and expertise of the Board, for effective Board oversight in cybersecurity risk management is desirable.

Diversity and Inclusion

The CIRA Board is seeking equity and is looking for a composition that reflects the diverse make up of the Canadian population. The Board would benefit from talented and experienced community leaders, who are committed to CIRA’s mission, understand the .CA business and who are able and willing to invest in making strategic contributions to our Board work. As a national not-for-profit corporation, we are committed to fostering a diverse and inclusive Board culture, free of conscious or unconscious bias and discrimination.

Attributes

To ensure a good balance and orderly succession planning in Board membership as we embrace renewal and rejuvenation and strengthen our Board effectiveness, we strive to remain a performing and strategic Board. We ask that the Nomination Committee give consideration to attributes, including the ability to:

1.     Encourage collaboration and assist in building consensus.
2.     Frame pertinent questions and articulate views with evidence-based reasoning.
3.     Understand strategic risks and opportunities that may impact CIRA and propose sustainable solutions.
4.     Demonstrate leadership with a creative and innovative approach to problem solving.
5.     Consider diverse perspectives, experiences and solutions, in a spirit of openness and continuous improvement.

Regional representation

The regional representation on CIRA’ Board is currently: one (1) from British Columbia, one (1) from Alberta, eight (8) from Ontario and two (2) from Nova Scotia. The Board Advisors add two (2) individuals from Ontario and one (1) from British Columbia.

The four (4) Directors with terms expiring at the upcoming AGM represent: one (1) from British Columbia, two (2) from Ontario and one (1) from Nova Scotia. We would ask that you bear in mind the Board’s aspiration to be enriched with talent from across Canada, to ensure representation of CIRA’s national multi-stakeholder community.

Bilingualism

The CIRA Board continues to carry out business exclusively in English. The Board skills survey this year showed that four (4) Board members are fluently bilingual and the number who understand both of Canada’s official languages is decreasing with the expiry of four (4) Director terms this year.

As a national organization with a mandate to promote and protect .CA domains across Canada for the benefit of all Canadians, we believe that both, English and French talent on the Board is important. We are committed to diversity in thought leadership, and we understand that cultures and languages help us widen our horizons, grow our networks and partnerships and learn from best practices from across Canada.

Due Diligence Check

Should the Nomination Committee consider it useful or necessary to pursue in-person or video-conference interviews we would welcome it. In addition, the process of reference checks used in past years did ensure quality candidates were proposed in the final list of nominees. Should you consider your assessment of competencies, skills, backgrounds, attributes and the ability of candidates to dedicate the time required, understand governance issues, before they are proposed on the Nomination slate is necessary, you can be assured the logistics could be well managed by CIRA staff as part of the regular support to the Nomination Committee.

Kick-off Meeting of the Nomination Committee

We truly respect the impartiality, independence and integrity of the Nomination Committee members and the Committee mandate. We are mindful that your Committee mandate allows you to put forth the best possible slate of nominees, who possess the overall competencies, backgrounds and attributes that will enable the Board to function optimally, as a whole.

With the current Chair of the Governance Committee up for re-election this year, the Board Chair would be pleased to attend the kick-off meeting of your 2024 Nomination Committee, prior to the commencement of your active review and deliberations on candidates.

Once again, our sincere thanks for your contributions to CIRA.

Readings Recommended

1. The FY21-25 Strategic Plan
2. Corporate Plan FY25
3. CIRA Bylaw No. 1
4. Appendix A and B – Board composition, term(s), competencies, skills, experience, diversity including gender, regions.

Jill Kowalchuk, Chair, CIRA Board of Directors

Eric Hill, Chair, Governance Committee

Appendix A

CIRA Board Skills Gap Analysis 

Appendix B

CIRA Board of Directors 

* Note that the Board also has three advisors: CIRA’s President and CEO; the founder of the original dot-ca Domain Name; ‎and a representative of the Government of Canada‎.