CIRA Board Competencies and Diversity

June 4, 2018

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

Re:  CIRA Board Competencies and Diversity

Dear Paul,

I am writing on behalf of the CIRA Board to outline for the committee our assessment of the considerations with respect to the skills, competencies and personal characteristics which we believe are needed to fill anticipated gaps which may arise on the CIRA board dependant on the upcoming election in September 2018.

For the 2018  Board nomination cycle, the Board of CIRA has adopted the same approach as was used since 2013 and has not, on behalf of the Nomination Committee, commissioned an independent consultant to assess the directors self-reported competencies against the competencies identified by the Governance Committee of the Board as the set of knowledge, skills, experience and behavioural competencies that the CIRA Board collectively requires to support the future work of the Board and fulfillment of the strategic plan.  This does not preclude the Nomination Committee from determining that it requires an independent evaluation on this or any other area, however, the Board of CIRA is hopeful that the information provided in this letter together with any additional information which you may request of the Board Chair will be found by the Committee to be of assistance in effectively discharging its responsibilities such that an independent report will not be required.

Background

CIRA is governed by a Board of Directors, comprised of fifteen members, who set policies related to the dot-ca domain and establish strategy in support of Canada’s Internet community and users.  Board members also serve on one or more committees of the Board.  Currently these committees are: 

  • Finance, Audit, Investment and Risk Management
  • Community Investment Committee
  • Governance
  • Compensation and Review
  • Market Strategy

You will note that these committees are unchanged since 2014.

Three of the board positions are referred to as Board advisors and function as non-voting Directors:  CIRA’s President, the founder of the original dot-ca Domain Name and the Government of Canada representative.  Twelve other members are elected by CIRA members who are holders of dot-ca domain names.  Board elections are held annually by on-line voting through CIRA’s website.  Nominations for vacancies on the Board are elected on a split ballot and come from both the Nomination Committee and a self-nomination process.

There will be four vacancies on the Board in September 2018 to be filled by Directors who will serve three year terms.  Three of these vacancies will be filled from among those individuals nominated by the Nomination Committee and one from the Member slate.

The Nomination Committee candidate slate consists of between five to nine individuals that the Nomination Committee considers will create the best balance of skills, experience and personal characteristics as well as an appropriate level of diversity on the Board to maximize the opportunity for the Board to optimize its performance. The number of candidates to be placed on the Nomination Committee slate is determined at the discretion of the committee subject to the by-law restrictions. 

Approach Taken by the CIRA Board to Assist the Nomination Committee in its Deliberations

The Governance Committee was charged with reviewing the competency or skills matrix and personal qualities and attributes used last year and recommending any changes.  The skills matrix adopted by the Governance Committee is similar to that used for self-assessment last year.

A description of the categories comprising the skills matrix may be found in Appendix A.  As was the case last year, Board members were asked to self-assess in each of the categories on the following scale:

  • Advanced:  solid experience and, if applicable, verifiable credentials that together constitute extensive experience and comprehensive knowledge
  • Good:  practical experience and demonstrated competency to practice
  • Fair:  conceptual knowledge with limited experience.

All board members were asked to fill out the self-assessment.  All 12 elected Board members are reflected in the survey and the results are indicated in Appendix B.

The three Board Advisors all add their deep competencies and richness to the Board, however, consistent with the approach taken in previous years were not included in the survey.

Discussion

The objective of the Nomination Committee is to nominate the best possible slate of nominees that not only complement the existing skill strengths on the Board but also possess the overall competency and personal characteristics that will enable the Board to function optimally as a whole.

The Governance Committee therefore asks that the Committee consider that each of the nominees should have demonstrated skills and attributes as follows:

  • Demonstrated leadership skills that ideally include an indication of a creative and innovative approach to problem solving.
  • Ability to listen and be open to others’ perspectives including an ability to ask pertinent questions to help foster mutual understanding
  • Ability to synthesize and build consensus including the ability to articulate a point of view with objective reasoning.
  • Ability to understand risks, opportunities and implications both environmental and internal that may impact CIRA.

In addition, both orderly succession of Board membership and a need for renewal and rejuvenation of the Board membership are considered important to ensure a consistently high performing Board. In 2016, the member passed a by-law amendment that imposed a term limit on directors for the first time.  The term limit has been set at nine consecutive years but existing board members are grandfathered such that their term limits commence for terms starting after the amendment to the by-law.  It is hoped that the committee will consider the need for orderly succession, continuity and renewal but not endeavour to impose term limits as part of that process.

CIRA is a national not-for-profit corporation that represents the interests of Canadians generally with respect to its mandate.  For this reason, the Board would ask the Committee to consider the diversity of the Board in all its aspects.  Information is provided to the Committee with respect to two of the many aspects of diversity: 

The gender composition Board (excluding ex-officio members) may be found in Appendix B.  In recent years gender balance has not been an issue requiring special focus but we ask you to bear in mind our desire for a continued balance.

With respect to regional representation, three of the twelve elected Board members come from British Columbia, seven from Ontario, one from Quebec and one from Alberta.  Excluding those members whose terms finish in 2018, there would be two continuing board members from British Columbia, four from Ontario, one from Quebec and one from Alberta.

The Board as currently constituted possesses among its members a good balance of the skills and backgrounds considered critical to the optimal functioning of the Board, however, there are some specific skills gaps that may occur in the event that the election process does not result in selection of one or more individuals who possess particular skills.  In addition to this perspective, the priority of needs has been informed by the need to provide for orderly succession over the coming years while providing for rejuvenation.

The CIRA board does not consider itself to be an entry level board and therefore it is important to the effective functioning of the board that all of its members have a good understanding of the duties and responsibilities of directors in the context of board governance in the not-for-profit and/or the for-profit sectors and solid board experience.  In addition, a greater depth of experience in the industry in which CIRA operates including an understanding of the emerging industry trends would enhance board effectiveness.

The specific priorities have been identified as:

  • Finance, Accounting and Audit – specifically an additional board member is required with professional qualifications in these areas;
  • Experience with and understanding of the board’s oversight role with respect to risk management; and
  • Experience, and understanding of the areas of law related to CIRA's business, such as contract, Internet, IT, privacy, trademark, patent, etc.

With respect to strategic planning experience, it is suggested that effectiveness may be correlated to CIRA related industry experience and a strong understanding of the markets in which CIRA operates both domestically and globally.

With respect to risk management, the Board has been engaged in developing its processes and oversight of risk management and opportunity identification in a comprehensive way.  This is also related to the need for industry experience as well as specific board level experience in managing risk. 

Finally, the smooth functioning of the board relies heavily on a good understanding among its members of the duties and responsibilities of the Board.  While CIRA offers its members professional development opportunities to enhance this critical skill in its members, it is essential that candidates for the Board have attained a reasonable level of understanding to permit the Board to focus on substantive issues before it.

The identification of these potential skill gaps is not intended to suggest that the Board is wishing to augment the skills in these areas in isolation from considerations relating to diversity and a range of styles of leadership and persuasion (such as independent mindedness, collegiality and courage to take a position as well the ability to ask probing and relevant questions).

The Board requests that the committee implement an in-person or via video conference interview process and reference check prior to finalizing the list of nominees as this would permit the committee to better assess the skills and personal characteristics of the individuals put forward for election and their ability to put in the time required to understand the issues at play. 

Appendix C includes the list of current board members indicating their roles, their current term and those whose terms end in 2018.

Please find attached two documents which may assist the committee in understanding the current priorities and challenges at CIRA.  The FY17-20 Strategic Plan document provides an overview of the recently approved strategic plan and is supported with an overview of the current operating plan entitled “Corporate Plan Fiscal Year 2019.  As was done in the prior year we would be pleased to attend at the beginning of the committee meeting to provide an overview of CIRA activities and priorities to provide deeper context for the committee and at the end of the meeting to receive any feedback the committee may have for consideration for the future.  We will not participate in the deliberations of the committee in any way.

You will note from Appendix C that my term ends following completion of this election.  To assure the committee that there will be no conflict of interest in the process outlined above, as I will be seeking re-election this fall, Rob Villeneuve as the vice-chair of the board will be meeting with you.

The Board would like to thank all the members of the Nomination Committee and you as the Committee Chair for their service in this important role.  The CIRA Board hopes that you find this information useful in your deliberations and that your task of reviewing the many applications anticipated is made easier.  Our purpose in providing you with this information is in no way intended to fetter your discretion in finding the most qualified nominees that the Committee believes will best serve the CIRA Board but merely to add to your toolkit which currently includes paper submissions and interviews with short-listed potential Board members.  If the CIRA Governance Committee or the Board can be of any assistance in providing information to you, please let usme know at your earliest convenience.

Yours sincerely,

Helen McDonald
Board Chair

 

Appendix A - CIRA Board Skills Matrix - Self-assessment - April 2018

Following is the board skills matrix.  As discussed at our last board meeting it is requested that you complete a self-assessment of your skills as they relate to the needs of the CIRA board as a whole in order to assist in identifying any skills gaps that may exist in the board complement and communicate those to the Nomination Committee.  If you are of the view that you possess important but unlisted skills in relation to the overall needs of the Board or would care to elaborate on your basis for self-assessment, please do so as it would assist in the process.

You are not asked to comment on the other factors or personal characteristics with respect to your own attributes but if you feel there are other important factors or characteristics that are important to the board as a whole, please feel free to note them for input into the process.

Please assess your skills on the following scale:

  • Advanced – solid experience and, if applicable, verifiable credentials that together constitute extensive experience and comprehensive knowledge
  • Good – practical experience and demonstrated competency to practice
  • Fair – conceptual knowledge with limited experience
Director Key Strengths Competency Self-rating Comments
Previous Board of Directors Experience Experience in serving on public, private, or not-for-profit Boards operating with strong governance policies and practices.    
Global experience Understanding of the Internet multi-stakeholder environment and ecosystem in which CIRA is a participant.    
Not-for-Profit and Public sector experience Not-for-Profit and Public sector experience including knowledge of how governments operate, and the Canadian regulatory regime in which CIRA operates.    
Organizational Strategic Plan Experience with planning, evaluating, and developing organizational strategic plans, and allocating resources to achieve desired outcomes. This includes a demonstrated ability to focus on longer term goals and strategic outcomes, as separate from day to day management and operational experience.    
Business / Corporate Planning Experience Experience in business / corporate planning for public, private, or not-for-profit sectors.    
Finance Understanding of financial operational management and the proper application of internal controls for public, private, or not-for-profit sectors.    
Accounting & Audit  Financial literacy and knowledge of financial reporting, and knowledge of the considerations and issues associated with the auditing requirements for public, private or not-for-profit sectors.    
Investment Performance oversight experience

Investment oversight experience including knowledge of investment products/vehicles, market risk, impact of portfolio mix on risk/return and selection and oversight of Investment Manager performance.

   
Risk Management Experience in the process of identifying principal enterprise-wide corporate risks and to ensure that management has implemented the appropriate systems to mitigate and manage risk.    
Legal background

Background, experience, and understanding of the areas of law related to CIRA’s business, such as contract, Internet, IT, privacy, trademark, patent, etc.

   
Human Resources Experience  Understanding of human resource considerations and issues such as executive recruitment, succession planning, total compensation, performance management and organizational development.     

Industry experience

Industry experience related to CIRA’s line of business and mandate, including an understanding of emerging industry trends.

   
Technical Experience and understanding of the technology that CIRA operates.    
Marketing and communications experience Experience in marketing and communications.    
 
Other Factors:
  • Regional diversity
  • Gender and ethnic diversity
  • Orderly board succession and board leadership succession
  • Personal Characteristics
  • Ability to listen and be open to others perspectives including the ability to ask pertinent questions
  • Able to synthesize and build consensus including the ability to articulate a point of view with objective reasoning
  • Ability to understand risks, opportunities and implications

Appendix B - CIRA April 2018 - Skills Self-Assessment

Legend

  • A – must haves
  • B – should haves
  • M - Male
  • F - Female
  • A - advanced
  • G - good
  • F - fair
Board Members Gender Board Experience Global Experience Not for Profit and Public Sector Experience Organizational Strategic Planning Business & Corp Planning Finance Accounting & Audit Investment Performance Oversight Experience Risk Management Legal Human Resource Experience Industry Experience Technical Marketing & Communications Experience
    A B A A B B A B A B A A B B
Target   9 2 2 6 4 2 2 1 2 1 2 3 2 2
Current (12)

M-7

F-5

A-4

G-7

F-1 

A-6

G-5

F-1

A-6

G-4

F-2

A-7

G-4

F-1

A-6

G-4

F-2

A-2

G-7

F-3

A-2

G-8

F-2

A-2

G-3

F-7

A-5

G-2

F-5

A-2

G-5

F-5

A-4

G-5

F-3

A-5

G-4

F-3

A-5

G-5

F-2

A-4

G-6

F-2

Without directors eligible for re-election (8)

M-5

F-3

A-2

G-5

F-1

A-3

G-4

F-1

A-3

G-3

F-2

A-6

G-2

F-0

A-4

G-4

F-0

A-2

G-5

F-1

A-2

G-6

F-0

A-2

G-2

F-4

A-4

G-1

F-3

A-1

G-4

F-3

A-3

G-4

F-1

A-4

G-2

F-2

A-4

G-3

F-1

A-4

G-4

F-0

Appendix C - CIRA Board of Directors

Name Current term Role
Alex Beraskow October 2016 - 2019 Director
Ryan Black  October 2017 - 2020 Director
Andrew Escobar October 2017 - 2020 Chair of Finance, Audit, Investment and Risk Committee
Michael Geist October 2015 - 2018footnote 1 Chair of the Governance Committee 
Jill Kowalchuk October 2017 - 2020 Director
Rowena Liang  October 2016 - 2019 Director 
Tyson Macauley  October 2017 - 2020  Director 
Louise MacDonald October 2016 - 2019  Co-chair of Community Investment Committee 
Helen McDonald October 2015 - 2018footnote 1 Chair of the Board, Chair of Compensation and Review Committee
Marita Moll October 2015 - 2018footnote 1 Co-chair of Community Investment Committee 
Bill Sandiford October 2015 - 2018footnote 1 Director
Rob Villeneuve October 2016 - 2019 Chair of the Market Strategy Committee

footnote 1: denotes a Director whose term is expiring