2014/11/13 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at the CIRA Offices, 350 Sparks Street, Ottawa on November 13, 2014 at 12:00 p.m.

Directors attending: Kerry Brown, Andrew Escobar, Michael Geist, Bill Gibson, Rowena Liang (by telephone), Louise Macdonald, Carole Mackaay, Kevin McArthur, Susan Mehinagic (Chair), Bill Sandiford, Rob Villeneuve, Faye West

Advisors: John Demco, Byron Holland, Adam Scott

Guests: Steven Barry, Findlay Beith, Dave Chiswell, David Fowler, Rick Koeller

Recording Secretary: Lynn Gravel

1. Approval of Agenda

The agenda was amended to include item 9.4, Committee Changes under Other Business.

2. Approval of the Draft Minutes of the September 16, 2014 Board of Directors’ Meeting

It was resolved that the minutes of the September 16, 2014 Board of Directors’ meeting be approved as presented.

(Moved: B. Sandiford, seconded: K. McArthur, unanimously carried)

3. Chair’s Remarks

The Chair welcomed newly elected Board member Faye West.

4. Election of Vice-Chair

The Chair called for nominations for the Vice-Chair of the Board. Following the close of nominations, the Vice-Chair of the Board was elected in accordance with s. 8.02 of the Amended and Restated Bylaw No.1.

Be it resolved that the Board of Directors appoint Bill Sandiford to the position of Vice-Chair 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: K. Brown, seconded: F. West, abstaining: B. Sandiford, motion carried)

F. Beith joined the meeting.

5. Financial and Operational Updates

5.1 Report on all Statutory Obligations

This report was provided as information and tabled at the meeting.

5.2 Management Report

This report was provided as information and tabled at the meeting.

Highlights noted the additional data on domains under management. Some of the supplementary metrics included domain holdings by Canadian Presence Requirements categories; individuals vs non-individuals; and rankings for the top 10 Registrars. It was noted that the vast majority of Registrants hold one or two domain names. There was also discussion around Registry Lock and DNSSEC users.

5.3 Overview of ICANN Los Angeles (LA) Meeting

Staff provided a brief update on the ICANN LA meeting. It was noted that the key issues of the meeting were the IANA transition and ICANN accountability process.

5.4 Review of Q2-FY15 Financial Results

The financial statements were provided to the Board of Directors as information and tabled at the meeting.

Highlights provided an overview of the Q2-FY15 actual financial results as compared to the budget. It was noted that revenue was slightly over budget due to the strong domain renewals for the period. Expenses were also over budget as of the end of Q2-FY15 mostly due to earlier activity on the Brand Awareness program and a non-budgeted termination fee for the existing office premises.

6. Committee Reports

6.1 Report from Market Strategy Committee

The Chair of the Committee reported that the Committee is scheduled to meet on December 11, 2014.

6.2 Report from the Compensation and Review Committee

The Chair of the Committee reported that several service providers had been invited to submit a proposal to review the President and CEO’s employment terms and conditions. A consulting firm has been retained and a report will be provided to the Board in January 2015.

6.3 Report from the Finance, Audit, Investment and Risk Management (FAIR) Committee

The Chair of the Committee provided an update on the process of selecting the Investment Manager. Some material conceptual changes to the Statement of Investment Policy & Procedures coincident with the transfer were proposed. The engagement of a custodian to facilitate the transfer of the investment portfolio as well as modifications to the Statement of Investment Policy & Procedures was being recommended.

On the recommendation of the FAIR Committee and

On motion made and duly seconded, it was resolved that the investment firm, Phillips, Hager & North, be and are hereby retained to manage the CIRA’s investment and that CIRA management be and is hereby authorized to do such things as may be necessary to effectuate the transition;[1]  further, that the material conceptual changes to the Statement of Investment Policy and Procedures (SIPP) be and are hereby approved.

 

[1]     including engaging a Custodian, executing a Custodian agreement, providing the Custodian letters of direction for PH&N, revising and executing PH&N’s Investment Management Agreement (IMA) based upon the final detailed SIPP to be approved by the Board, finalizing the approved authority schedules, formally advising TD Waterhouse of the transition, etc.

(Moved: A. Escobar, seconded: B. Gibson, unanimously carried)

R. Koeller joined the meeting.

The committee had received an overview of the Enterprise Risk Management Report as of September 30, 2014. Highlights noted the simplification of the assessment scale compared to the previous report. It was agreed that the report on the threats and opportunities categorized as red due to their assessed threat and/or opportunity level be highlighted in future reports

6.4 Report from the Governance Committee

The Chair of the Governance Committee reported on meetings held since the Board had last met. The Committee had reviewed the feedback received on different elements of the 2014 Election for the Board of Directors. The Shows of Support period for candidates being nominated from the Members list was discussed. It was agreed that those candidates who have received the 20 shows of support to qualify to be on the final ballot will be informed as soon as the information becomes available.

The Committee also discussed the changes to the revised Directors’ Code of Conduct and Policy on Conflicts of Interest and Financial Associations. It is expected that a revised policy will be brought to the Board of Directors for approval at its next meeting.

6.5 Report from the Community Investment Committee

The Chair of the Community Investment Committee reported that a few grant recipients had completed their projects and were in the process of completing their final project completion forms. It was noted that staff was also reaching out to the majority of recipients to discuss ways to leverage their project milestones and achievements in the media. An overview of the FY16 timeline was presented. A number of process improvements were identified as well as the granting priorities and confirmation of the award size for the launch of round two of funding.

It was therefore resolved that the Board of Directors approve a provisional FY16 budget for the CIP Fund of $1M for program grant disbursements, in advance of the formal budgeting process.

(Moved: K. Brown, seconded: K. McArthur, abstaining: B. Gibson, motion carried)

L. Macdonald withdrew from the meeting

7. Appointment of Returning Officer

It was resolved that the Board of Directors appoint Richard Vickers as the Returning Officer for the 2015 Election and that the 2015 Returning Officer's remuneration be set at $250 per hour plus any reasonable or certain out of pocket expenses as pre-approved by CIRA.

It was further resolved that the Board of Directors appoint Eric Lay to assist the 2015 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: F. West, seconded: C. Mackaay, unanimously carried)

8. 2014 Returning Officer’s Final Report

This report was provided to the Board of Directors as information and tabled at the meeting. Highlights noted that the 2014 Election had proceeded smoothly. The Returning Officer’s final report noted no material deviations from the Policies or Election Rules requiring a report to the Board.

9. Other Business

9.1 Corporate Calendar 2014-2016

The corporate calendar for the 2014-2016 Board meetings was presented and the proposed dates were confirmed.

9.2 Board Portal

It was agreed to continue using the current Board Portal on a permanent basis.

9.3 Values Update

Staff provided a brief update of the activities undertaken on redefining the corporate culture in-line with the overall brand for the organization and strategic direction.

9.4 Committee Changes

The Chair of the Board reported that the Committee composition would remain the same except for a few changes to the membership. It was noted that F. West was appointed as a member of the Governance Committee, K. McArthur as a member of the Market Strategy Committee and K. Brown as a member of the Community Investment Committee.

10. Next Meeting

The next meeting of the Board of Directors will be held in Halifax on February 24, 2014.

F. Beith, D. Chiswell, D. Fowler, L. Gravel, and R. Koeller withdrew from the meeting.

11. In Camera Session

The Board of Directors held an in camera session.

Following the in camera session, L. Gravel rejoined the meeting.

12. Adjournment

There being no further business, the meeting was concluded at 3:00 p.m.