Minutes of a Meeting of the Board of Directors of the
Canadian Internet Registration Authority (CIRA)
Held Virtually on April 3, 2024
Attendance:
Board of Directors: Liza Aboud, Colleen Arnold, Gwen Beauchemin (Vice-Chair), Don Bowman, Graeme Bunton, Anne Butler, Matthew Gamble, Eric Hill, Jill Kowalchuk (Chair), Samantha Ventresca, Rob Villeneuve, Michael Zahra
Board Advisors: John Demco, Monika Surma
Regrets: Byron Holland
Corporate Secretary: Brigitte LeBlanc-Lapointe
Guests: Albert Chang, Jane Fulford, Deanna Young
1. Call to Order & Approval of Agenda
The Chair called the meeting to order at 1:06pm ET on April 3, 2024.
The Chair of the Governance Committee requested the addition of an item to appoint an additional candidate to the Nomination Committee to fill a vacancy, to be addressed as Agenda Item 3.2.
IT WAS MOVED by Samantha Ventresca and SECONDED by Michael Zahra
that the agenda be approved as amended.
Motion passed unanimously.
1.2 Conflict of Interest Disclosure
The Corporate Secretary led a brief discussion regarding conflicts of interest and in response to a question from the Board, clarified that a director’s involvement in appointing a member of a nomination committee does not inherently constitute a conflict of interest. The Corporate Secretary noted that the CIRA Directors’ Code of Conduct and Policy on Conflicts of Interest and Financial Associations describes that a conflict of interest may be real, potential or perceived in nature.
L. Aboud, A. Butler and S. Ventresca declared a possible perceived conflict of interest and declared they would abstain from the votes regarding the formation of the Nomination Committee.
J. Kowalchuk and G. Bunton disclosed personal or professional relationships with one or more of the Nomination Committee candidates.
Albert Chang, Jane Fulford and Deanna Young withdrew from the meeting.
2. In-Camera Session (Directors only)
The Board held an in-camera session.
Albert Chang, Jane Fulford and Deanna Young rejoined the meeting.
3. Formation of the Nomination Committee
3.1 Formation of the Nomination Committee
The Chair of the Governance Committee provided an overview of the evaluation of candidates for the 2024 Nomination Committee, completed at their meeting on March 25. The Board was advised that the Governance Committee engaged in a lengthy discussion regarding diversity, experience and geographic diversity of the potential Nomination Committee members.
IT WAS MOVED by Gwen Beauchemin and SECONDED by Colleen Arnold that on the recommendation of the Governance Committee, Bobby Singh, Jacob Glick, Jim Ghadbane, Kroopa Shah, and Nancy Carter be appointed to CIRA’s Nomination Committee for terms of two (2) years, commencing April 4, 2024.
Motion passed unanimously (with L. Aboud,
A. Butler, and S. Ventresca abstaining)
3.2 Filling Vacancy on the Nomination Committee
The Chair of the Governance Committee advised the Board that an existing member of the Nomination Committee tendered their resignation after the Governance Committee had met to finalize their recommendation to the Board. After consulting with the Governance Analyst and Corporate Counsel to confirm the process for filling this vacancy, the Governance Committee Chair brought forward an additional candidate for consideration, consistent with the previous evaluation and discussions of the Governance Committee.
Discussion ensued with respect to the Governance Committee’s evaluation of the qualifications of the candidate.
IT WAS MOVED by Gwen Beauchemin and SECONDED by Michael Zahra that Heather McKay be appointed to CIRA’s Nomination Committee for a term of one (1) year, commencing April 4, 2024.
Motion passed unanimously (with L. Aboud,
A. Butler, and S. Ventresca abstaining)
Albert Chang, Jane Fulford and Deanna Young withdrew from the meeting.
4. In-Camera Session (Directors only)
The Board held an in-camera session.
5. Conclusion of Meeting
IT WAS MOVED by Michael Zahra and SECONDED by Rob Villeneuve that the meeting of the Board be concluded.
Motion passed unanimously.
The Chair concluded the meeting at 2:52pm ET.
