Minutes of a Meeting of the Board of Directors of the
Canadian Internet Registration Authority (CIRA)
Held at 979 Bank Street, Suite 400, Ottawa, ON,
February 27, 2024
Attendance:
Board of Directors: Liza Aboud (virtual), Colleen Arnold, Gwen Beauchemin (Vice-Chair), Don Bowman, Graeme Bunton, Anne Butler, Matthew Gamble, Eric Hill, Jill Kowalchuk (Chair), Samantha Ventresca (virtual), Rob Villeneuve, Michael Zahra
Board Advisors: Byron Holland, John Demco, Monika Surma
Regrets: None.
Corporate Secretary: Brigitte LeBlanc-Lapointe
Guests: Sanita Alias, Albert Chang, Adam Eisner, Jon Ferguson, Jane Fulford, Charles Noir, Paula
Panetta, Deanna Young
1. Call to Order & Approval of Agenda
The meeting was called to order at 9:01 am ET on February 27, 2024.
IT WAS MOVED by Matthew Gamble and SECONDED by Anne Butler that the agenda be approved as presented.
Motion passed unanimously.
1.2 Conflict of Interest Disclosure
There were no conflicts of interest declared in relation to the meeting items.
B. Holland, S. Alias, A. Eisner, J. Ferguson, J. Fulford, C. Noir, P. Panetta, and D. Young withdrew from the meeting.
2. In-Camera Session (Directors only)
The Board held an in-camera session.
B. Holland, S. Alias, A. Eisner, J. Ferguson, J. Fulford, C. Noir, P. Panetta, and D. Young joined the meeting.
3. Chair Remarks
The Chair welcomed the Board and noted that this meeting is full of important business including the approval of the FY25 budget and shifting towards the next strategic plan. She thanked staff for their hard work on the budget and thoughtfulness in preparing the meeting materials.
4. President & CEO Remarks
The President and CEO welcomed attendees to the meeting and provided general updates on recent CIRA activities, a view towards CIRA’s next strategic plan and the regulatory landscape.
5. Consent Agenda
The Chair noted that the consent agenda items were shared in advance of the meeting and invited board members to remove items from the consent agenda for discussion. Upon request, the Chair then removed the Management Report from the consent agenda for further discussion.
IT WAS MOVED by Matthew Gamble and SECONDED by Michael Zahra that the minutes of the meeting on November 22, 2023 be approved as presented
and that the remaining items in the Consent Agenda be received.
Motion passed unanimously.
5.1 Management Report
The Chair thanked staff for the breadth of information provided in the management report. There were questions and a discussion regarding CIRA’s and its stakeholders’ respective strategies related to content creation and social media impact.
In response to these questions from the Board, the VP, .CA and Registry and VP, People, Brand & Culture advised that some larger registrars have an active presence on social media and that while CIRA is finding ways to interact online organically, engagement is down across many more established social media platforms.
6. In-Camera
The Board held an in-camera session.
7. Committee Reports
7.1 Finance, Audit, Investment and Risk Management
The Chair of the Committee directed the Board to the Committee update and provided a high level overview on the health and profitability of CIRA’s financial position. As a not-for-profit corporation, CIRA is a non-taxable entity and as such should adopt guidelines for appropriate oversight and management of net assets to manage ongoing operations and achieve the goals set out within the strategic plan. The Board was presented with a draft Net Asset Management Policy to provide guidelines for managing CIRA’s net assets.
In response to questions from the Board, it was confirmed that as part of the upcoming strategic planning process, an updated risk analysis would be conducted.
IT WAS MOVED by Michael Zahra and SECONDED by Gwen Beauchemin that the Net Asset Management Policy, as recommended by the Finance, Audit, Investment and Risk Management Committee, be approved as presented.
Motion passed unanimously.
7.2 Community Investment Committee
The Co-Chairs of the Committee provided an update on its recent meeting and noted that the Committee had discussed the FY25 allocation to Community Investment, Policy & Advocacy (CIPA). Following a question from the Board, the VP, CIPA noted that it is proposed that FY25 Net Good initiatives will consist of the following:
- Grants program (including year two of the National Capital FreeNet grant),
- Internet Performance Test (IPT),
- Internet Exchange Points (IXPs),
- Canadian Shield, and
- Canadian Traceroute Database (CTRD).
Service Strategy Committee
The Chair of the Committee provided an update on recent meetings and the Committee’s work, including in respect of net promoter score surveys for the Cyber DNS portfolio and key performance indicators for the .CA, registry services and Cyber DNS portfolios.
8. Corporate Plan and FY25 Budget
8.1 FY25 Budget
The Board received the FY25 detailed operating and capital budget, as reviewed and recommended for approval by the Finance, Audit, Investment and Risk Management Committee.
The Chair of the Finance, Audit, Investment and Risk Management Committee (“FAIR”) outlined the Committee’s involvement with the preparation, discussion and review of the proposed FY25 budget, from the preliminary high-level revenue and expenditure allocation assumptions to the detailed budget. The Board was briefed on the budget scenarios presented by management to FAIR, ranging from maintain and operate current activities through to investment in growth with an additional service offering.
The budget submission proposed to the Board by management, as approved by FAIR, focuses on growth and an additional service offering, and reflects a $3.1 million deficit (before investments), increases in revenues of approximately $4 million over the FY24 budget, and an increase in operating expenses of approximately $4.5 million (before amortization). Management noted that the proposed FY25 budget is consistent with the final year of the FY21-25 Refreshed Strategic Plan with a view of investing in growth and reflecting a conservative .CA growth; an increase in diversified services revenues; an increase in operating expenditures reflecting an investment in talent, ESG and travel expenditures returning to pre-COVID levels.
Discussion ensued regarding the proposed FY25 detailed budget and the significant investment in CIRA’s future growth contained therein, including expanded diversified service offerings. The budget underscores the following FY25 priorities: sustainable growth, brand and thought leadership, optimized enablement, .CA revitalization, stakeholder engagement and safe, secure, stable. It was highlighted that planning for the upcoming strategic plan would be commencing in the coming months, including a review of Risk Tolerance and Appetite Statements.
IT WAS MOVED by Gwen Beauchemin and SECONDED by Colleen Arnold that the FY25 detailed operating and capital budget, as recommended by the
Finance, Audit, Investment and Risk Management Committee, be approved as presented.
Motion passed unanimously.
8.2 FY25 Corporate Plan
The Board was presented with the Corporate Plan for FY25, which aligned with the strategic plan and is supported by the FY25 detailed operating and capital budget. No discussion ensued on this item.
A. Chang joined the meeting.
9. In Camera Session
The Board held an in-camera session.
10. Other Business
10.1 Appointment of Assistant Returning Officer
IT WAS MOVED by Anne Butler and SECONDED by Eric Hill that Katrina Kairys, JD be appointed as the Assistant Returning Officer for the 2024 Election and that
the 2024 Assistant Returning Officer’s remuneration be set at $325 per hour plus any reasonable or certain out of pocket expenses as pre-approved by CIRA.
Motion passed unanimously.
10.2 Policy Advocacy Update
The VP, CIPA provided an update to the Board, highlighting that CIRA’s President & CEO had been called to speak to the Standing Committee on Public Safety and National Security (SECU) regarding Bill C-26 on February 1, 2024, and that subsequently CIRA had an opinion piece published in the Globe and Mail. It was further noted that CIRA is well-positioned to be engaged from a policy advocacy perspective as Bill C-26 progresses.
10.3 Action Item Register
There was no discussion on this item.
10.4 Board Work Plan
The Chair noted that given the budget approval, the upcoming Board work plan would shift towards strategic planning and continued discussions on stakeholder engagement. The Chair outlined the upcoming Board meetings.
B. Holland, S. Alias, A. Chang, A. Eisner, J. Ferguson, J. Fulford, C. Noir, P. Panetta, and D. Young withdrew from the meeting.
11. In-Camera Session (Directors only)
The Board held an in-camera session.
12. Conclusion of Meeting
IT WAS MOVED by Don Bowman SECONDED by Gwen Beauchemin that the meeting of the Board be adjourned to the following day.
Motion passed unanimously.
The Chair adjourned the meeting at 4:56 pm ET.
Minutes of a Meeting of the Board of Directors of the
Canadian Internet Registration Authority (CIRA)
Held at 979 Bank Street, Suite 400, Ottawa, ON,
February 28, 2024
The Chair re-opened the meeting at 9:00am ET on February 28, 2024.
S. Alias joined the meeting.
12. Unconscious Bias
12.1 Facilitated discussion of training modules
The Board participated in a discussion facilitated by the VP, People, Culture and Brand on the topic of unconscious bias.
B. Holland, A. Chang, A. Eisner, J. Ferguson, J. Fulford, C. Noir, and P. Panetta, & D. Young joined the meeting.
13. Committee Reports (cont…)
13.1 Governance Committee
The Committee Chair provided an update on the work of the Governance Committee.
Policy on Elections and Nominations
The Board was presented with the 2024 Policy on Elections and Nominations with changes limited to updating the dates for the upcoming year.
IT WAS MOVED BY Gwen Beauchemin and SECONDED by Matthew Gamble THAT the 2024 Policy on Nominations and Elections, as recommended by the
Governance Committee, be approved as presented.
Motion passed unanimously.
S. Alias, A. Eisner, J. Ferguson, J. Fulford, C. Noir, and P. Panetta withdrew from the meeting.
Director Compensation
The Chair of the Governance Committee advised the Board that the Committee had, following a request for proposal, received a report and recommendation in respect of the compensation of CIRA’s Directors from the external consultant Compensation Governance Partners (CGP).
Following lengthy discussion, the Committee decided to share the full report with the Board for its consideration and final decision, given the Committee did not have consensus on a recommendation. It was noted that the current director compensation had been unchanged since 2013. Thorough discussion ensued with respect to the principles set out in the CIRA’s Director Compensation Policy and the Terms of Reference of the Governance Committee, as well as having regard to:
• ensuring Directors are adequately compensated for the work being done;
• recognizing the increased complexity of the ecosystem in which CIRA operates, and subsequently higher risks, demands and more advanced skill sets required by members of the Board; and
• continuing to attract Board candidates with diverse experiences and talents, while recognizing that CIRA is a Not-for-Profit organization.
Consultants from Compensation Governance Partners (CGP) joined the meeting.
The Chair welcomed CGP to the meeting. In response to questions from the Board, CGP advised that it is good governance to regularly check in on the compensation being provided to Directors at similar organizations. CGP also provided an overview of its methodology (including not-for-profit director compensation survey participants) and the fixed (e.g. all in retainers) and variable (e.g. retainer and per meeting fees, or per meeting fees only) compensation models. CGP concluded that CIRA’s director compensation was below the 25th percentile of the benchmark group and that its recommendation would place CIRA’s director compensation in the 25-50 percentile. It was also noted for the benefit of new Board members that the Committee conducts regular reviews of CIRA’s Director Compensation Policy in accordance with the requirements thereof.
Consultants from CGP withdrew from the meeting.
Further discussion ensued with a consensus that any increase to Director compensation should be modest and take into account the broader economic conditions, as well as the industry in which CIRA operates. A board advisor provided historical background on director compensation at CIRA, including the original member survey that led to CIRA adopting director compensation.
After lengthy discussion, the Board agreed on keeping a variable compensation model with a modest increase to the compensation of the Directors, which was less than CGP’s recommendation.
IT WAS MOVED BY Eric Hill and SECONDED by Anne Butler that the amendments to the Policy on Director Compensation, be approved as amended.
Motion carried
(D. Bowman opposed)
A. Chang withdrew from the meeting.
S. Alias, A. Eisner, J. Ferguson, J. Fulford, C. Noir, and P. Panetta rejoined the meeting.
14. Strategic Planning
14.1 Planning and Timeline Discussion
Management advised that they are recommending a 3-year strategic plan from FY26-29 and plan to commence the process shortly in order to provide the plan to the Board for discussion and approval before the September Annual General Meeting. The Board was asked for their thoughts on the most critical uncertainties and opportunities on CIRA’s horizon that are relevant to inform CIRA’s next Strategic Plan.
E. Hill, S. Alias, A. Eisner, J. Ferguson, J. Fulford, C. Noir, P. Panetta and D. Young withdrew from the meeting.
15. In-Camera Session (President & CEO and Directors only)
The Board held an in-camera session with the President & CEO.
B. Holland withdrew from the meeting.
16. In-Camera Session (Directors only)
The Board held an in-camera session.
17. Conclusion of Meeting
IT WAS MOVED by G. Beauchemin SECONDED by R. Villeneuve that the meeting of the Board be concluded.
Motion passed unanimously.
The Chair concluded the meeting at 2:15 ET
