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 25, 2025
Attendance:
Board Directors: Jill Kowalchuk (Chair), Gwen Beauchemin (Vice-Chair), Colleen Arnold, Graeme Bunton, Anne Butler (virtual), John Demco, Hélène Deschamps Marquis, David Mackey, Crystal Nett (virtual), Matthew Gamble, Rob Villeneuve, Michael Zahra
Board Advisor: Byron Holland
Corporate Secretary: Brigitte LeBlanc-Lapointe
Regrets: None.
Guests: Sanita Alias, 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 by the Chair at 9:03 am ET on February 25, 2025.
IT WAS MOVED by Hélène Deschamps Marquis and SECONDED by Matthew Gamble 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.
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’s Remarks
The Chair welcomed the Board and noted that the main business of this meeting involves the FY26 budget and corporate plan, and members of the senior leadership would present to the Board on the significant components of the budget. The Chair also congratulated Mr. Holland on his election to the ICANN Board of Directors.
4. President & CEO’s Remarks
The President and CEO welcomed attendees to the meeting and noted he would share his remarks in the budget and corporate plan item.
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, if required.
IT WAS MOVED by Gwen Beauchemin and SECONDED by David Mackey that item 5.1 of the consent agenda be approved and that the remaining items be received.
Motion passed unanimously.
6. In camera session
The Board held an in-camera session with management present.
7. Finance, Audit, Investment and Risk Management Committee Report
7.1 Report from Committee Chair
The Chair of Committee directed the Board to the Committee update and provided a high-level overview of CIRA’s financial position and advised that the Committee fully supports the draft FY26 budget being presented for approval by the Board.
In response to questions from the Board, it was noted that the Committee reviewed the level of IT and Cybersecurity reviews to be undertaken as part of the FY25 financial audit; and that CIRA recently underwent an internal ISO audit in preparation for the transition to the new ISO 27001:2022 standards.
8. Budget and Corporate Plan
FY26 Proposed Budget
The Board received the FY26 detailed operating and capital budget, as reviewed and recommended for approval by the Finance, Audit, Investment and Risk Management Committee (FAIR).
The President & CEO introduced the FY26 proposed budget and noted that it falls in the first year of CIRA’s new strategic plan.
Staff highlighted that CIRA is operating within a unique political and economic landscape both domestically and internationally. It is necessary to be agile, adaptable and responsive with the current unpredictability and volatility internationally. CIRA is planning deficit budgets in FY26 and FY27 to allow for further investment in product and service offerings, with a return to a positive financial position anticipated for FY28.
It was noted that CIRA is entering an evolutionary phase in its FY26-28 strategic plan, with a continued focus on the foundational tenant of “Safe, Secure, Stable”, together with six new strategic priorities:
1) Acceleration of .CA growth
2) Increase diversity of CIRA’s revenue
3) Increase talent density and organizational effectiveness
4) Integrate and streamline our internal and external technology
5) Expand the number of Canadians protected by our cybersecurity suite
6) Influence internet governance policy
The proposed budget for FY26 sees conservative .CA growth, an increase of diversified services revenues as a percentage of total revenues, key strategic investments in Endpoint Security/XDR and Registry Services, and allocation of between seven and ten percent of annual .CA revenue to Net Good projects. It lays the groundwork for success by focusing on scaling operations, offerings and people, and reflecting a $3.5 million deficit (before investments), an approximately $700K (or 2%) increase in revenues over the FY25 budget, and an increase in operating expenses of approximately $2.8 million (before amortization).
Discussion ensued regarding the proposed FY26 budget, including the new strategy to accelerate .CA growth and significant investments in diversified services, and opportunities to transition from American to Canadian service providers.
IT WAS MOVED by Gwen Beauchemin and SECONDED by Matthew Gamble that the FY26 detailed operating and capital budget, as recommended by the Finance, Audit, Investment and Risk Management Committee, be approved as presented.
Motion passed unanimously.
FY26 Corporate Plan
The Board received the FY26 Corporate Plan, which aligned with the FY26-FY28 Strategic Plan and is supported by the FY26 detailed operating and capital budget.
S. Alias, A. Eisner, J. Ferguson, J. Fulford, C. Noir,
P. Panetta and D. Young withdrew from the meeting.
9. In-camera Session | CEO & Directors
B. Holland withdrew from the meeting.
10. In-camera Session
The Board held an in-camera session with some management present.
11. In-camera Session | Directors only
The Board held an in-camera session.
Minutes of a Meeting of the Board of Directors of the
Canadian Internet Registration Authority (CIRA)
Held at 99 Bank Street, Suite 500, Ottawa, ON,
February 26, 2025
Attendance:
Board Directors: Jill Kowalchuk (Chair), Gwen Beauchemin (Vice-Chair), Colleen Arnold, Graeme Bunton, Anne Butler (virtual), John Demco, Hélène Deschamps Marquis, David Mackey, Crystal Nett (virtual), Matthew Gamble (virtual), Rob Villeneuve, Michael Zahra
Board Advisor: Byron Holland
Corporate Secretary: Brigitte LeBlanc-Lapointe
Regrets: None.
Guests: Albert Chang, Jane Fulford, Deanna Young
The meeting was called to order by the Chair at 10:02am ET.
12. Governance Committee Report
A. Chang, J. Fulford and D. Young joined the meeting.
C. Nett joined the meeting.
The Chair of Committee directed the Board to the Committee update and provided a high-level overview of the recent governance discussions related to committee terms of reference, CIRA’s nomination and elections process, and potential by-law amendments to be discussed at an upcoming meeting.
IT WAS MOVED by Colleen Arnold and SECONDED by Michael Zahra that the draft Compensation and Review Committee and draft Finance, Audit, Investment and Risk Management Committee Terms of Reference, as recommended by the Governance Committee, be approved as presented.
Motion passed unanimously.
IT WAS MOVED BY Anne Butler and SECONDED by Graeme Bunton that the 2025 Policy on Nominations and Elections, as recommended by the Governance Committee, be approved as presented.
Motion passed unanimously.
IT WAS MOVED BY David Mackey and SECONDED by Gwen Beauchemin that Thomas Kriens be appointed as the Returning Officer for the 2025 Election, 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 his successor is appointed, whichever is later, or until resignation or removal.
Motion passed unanimously.
IT WAS MOVED BY David Mackey and SECONDED by Anne Butler that Katrina Kairys, JD be appointed as the Assistant Returning Officer for the 2025 Election 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 her successor is appointed, whichever is later, or until resignation or removal.
Motion passed unanimously.
R. Villeneuve joined the meeting.
After discussion, it was agreed that a review of Membership policies be undertaken by the Board with the assistance of management.
13. Other Business
13.1 Board Work Plan
The Board work plan was received.
13.2 Board Action Register
The Action Items Register was received.
13.3 Next Meetings
The upcoming meetings of the Board were confirmed as being:
- April 16, 2025 @ 1pm ET (virtual)
- June 3 & 4, 2025 (Charlottetown, PEI)
- July 23, 2025 @ 10am ET (virtual)
A. Chang, J. Fulford and D. Young withdrew from the meeting.
14. In-Camera Session
The Board held an in-camera session with some management present.
B. Holland withdrew from the meeting.
15. Conclusion of Meeting
IT WAS MOVED by Michael Zahra and SECONDED by Hélène Deschamps Marquis that the meeting of the Board be concluded.
Motion passed unanimously.
The Chair concluded the meeting at 1:58 pm ET.
