Letter to the nomination committee

Following an annual board skills survey, CIRA’s board submits a letter to the nomination committee that outlines the skills and experience needed on the board to ensure balanced representation on the election ballot. The nomination committee looks to this letter when reviewing applications and selecting candidates; as should members when endorsing nominees and voting for candidates.

2025 Guidance Letter to the Nomination Committee

May 22, 2025

Chair, Nomination Committee
Canadian Internet Registration Authority (CIRA)
979 Bank Street, Suite 400
Ottawa, ON K1S 5K5

Re: Letter to the Nomination Committee

Dear Members of the 2025 CIRA Nomination Committee

Thank you to each of you for agreeing to serve on CIRA’s Nomination Committee. We wish to express our appreciation for your strategic contributions, as we believe they are vital to CIRA’s work of continuing to ensure public confidence in the credibility of our governance processes. The independence and rigor of the nomination process allows CIRA to benefit from the best talent Canada has to offer.

There will be four (4) vacancies on the CIRA Board of Directors this year, three (3) of which will be filled by candidates elected from the Nomination Committee slate, To assist you with identifying strong candidates for the CIRA Board of Directors, we take this opportunity to provide you with highlights of CIRA’s strategic priorities and director competencies that we have identified as important to sustaining board performance.

Looking forward: CIRA’s New Strategic Plan

CIRA’s Board of Directors approved the FY26-28 Strategic Plan on September 19, 2024. This plan focuses on building on major investments, navigating through the world of internet governance from a position of leadership and strength, maturing and increasing the efficiency of the organization’s processes, systems and technology, and setting the stage for the next phase of .CA growth to come.

Key pillars of the new plan are designed to support the continued success of CIRA’s core business lines: .CA stewardship, registry services, cybersecurity, and Net-Good policy and advocacy. Under the new plan, CIRA will:

• build on its strength in registry services by harnessing the momentum of the SIDN partnership and onboarding more TLDs onto Hello Registry, the jointly developed registry platform;
• continue to leverage its influence in internet policy within Canada and abroad, act as a convenor for the wider internet community, and advocate for a strengthened multi-stakeholder model of internet governance—one that ensures technical operators do not see their influence over the administration of critical internet resources weakened;
• the Net Good grants program will continue to provide issues-based funding for people and projects that offer the highest impact for Canadians online;
• leveraging data to retool marketing, go-to-market strategies and developing new—and redefining old—partnerships with registrars and resellers to ensure these new audiences can be grown into a sustainable future for .CA;
• continue to position itself as an employer of choice that recruits the finest and brightest talent within the Canadian technology sector; and
• continue to build CIRA’s reputation as a trusted and critical player in Canada’s technology ecosystem.

The next three-year segment of CIRA’s journey will increase the scope, depth and breadth of the organization’s influence in Canada and beyond. By scaling and amplifying our operations, CIRA will be best positioned to support our purpose of building a trusted internet for Canadians.

CIRA’s Board

The CIRA Board is a strategic and oversight Board, not an operational one, and its role and responsibilities are subject to provisions of the CIRA Bylaws, the Canada Not-for-Profit Corporations Act, its regulations and other applicable legislation. The Board manages and supervises the responsibilities delegated to Management to ensure appropriate oversight of performance and results.

CIRA’s Board is comprised of 12 directors who serve three-year terms that can be renewed twice, meaning a director can serve for a maximum of nine consecutive years. Nine of the directors are elected via the Nominating Committee slate, three directors are elected via the member slate. On an annual basis, four directors’ terms come up for renewal, three individuals will be elected via the Nomination Committee slate, and one individual will be elected via the member slate.

CIRA’s business is complex and undergoing significant evolution. The annual renewal of the Board composition creates both an opportunity and a threat to the high performance of the Board. On the one hand, it is an opportunity because it provides the Board with the chance to strengthen specific skill sets and increase diversity of its membership; on the other hand, management and the Board invest significant time and effort in developing new director knowledge and Board dynamics to support their ability to act as a part of a high performing collective overseeing CIRA’s strategy and operations. When strong performers depart the Board before having the opportunity to serve the three consecutive terms that are permitted in CIRA’s Bylaws, this can result in disruption to Board performance and oversight of CIRA’s business operations.

The Board would benefit from diverse, talented and experienced community leaders, who are committed to CIRA’s mission, understand the .CA business and who are able and willing to invest in making strategic contributions to our Board work. We have set out below the Board’s guidance on desired competency, continuity and diversity to assist the Nomination Committee with its deliberations.

Board Skills Analysis

Earlier this year, Board members completed the annual Board Skills Matrix survey. This self-assessment provided each Board member the opportunity to assess their own competencies and capabilities as “advanced”, “strong/good” or “fair”. The Governance Committee discussed the results of this assessment on May 20th and took note of the areas of strengths around the Board table. From this discussion, we have identified the following key skills that would continue to strengthen Board performance:

1. Financial acumen and experience in Finance, Audit, Investments and Risk oversight at the Board level and in the Committee work, including one or more persons with current experience as an operational CFO with professional credentials (i.e. CPA, CFA, FMVA, etc.).  CIRA is seeking candidates with advanced, practical experience in this field.
2. Entrepreneurial experience in the technology sector, including go-to-market strategies and experience working in strategic partnerships/subsidiaries.  CIRA is seeking candidates with advanced, practical experience in this field.

Other competencies and personal characteristics

In addition to the targeted skills described above, the Governance Committee identified the following additional attributes that should be considered in the section of candidates:

• The desirability of Board continuity to maximize investment in Board effectiveness; and
• To support CIRA’s strategic areas of focus, candidates with significant experience in cybersecurity and domain name systems would be highly desirable;

Attributes

To maintain a balanced and effective Board, we ask the Nomination Committee to consider these qualities when evaluating candidates:

1. Promote teamwork and help build agreement.
2. Ask relevant questions and express opinions based on solid reasoning.
3. Recognize strategic risks and opportunities that could affect CIRA and suggest sustainable solutions.
4. Show leadership with a creative and innovative approach to solving problems.
5. Value diverse perspectives and experiences, fostering openness and continuous improvement.

Diversity and Inclusion

The CIRA Board recognizes its responsibility to serve the interests of all Canadians in the stewardship of a key part of Canada’s critical digital infrastructure. The Board is actively seeking equity in its composition and aims to reflect Canada’s diverse population.

We encourage nominations that represent the full spectrum of Canada’s regions and cultures to help embody the core values of multistakeholderism. As a national not-for-profit corporation, CIRA is committed to fostering a Board that is inclusive, respectful and free from bias and discrimination. Diversity and inclusion are not only values we uphold — they are essential to ensuring that our governance reflects the people we serve.

Bilingualism

While the CIRA Board continues to carry out business exclusively in English, as a national organization with a mandate to promote and protect .CA domains across Canada for the benefit of all Canadians, we believe that both English and French talent on the Board is important. We are committed to diversity in thought leadership, and we understand that cultures and languages help us widen our horizons, grow our networks and partnerships and learn from best practices from across Canada.

Due Diligence Check

The process of reference checks used in past years ensured quality candidates were proposed in the final list of nominees, and it is proposed that this process continue. Should the Nomination Committee consider it useful or necessary to pursue in-person or video-conference interviews of potential candidates before they are put forward on the Nomination slate, these logistics could be well managed by CIRA staff as part of the regular support to the Nomination Committee.

Kick-off Meeting of the Nomination Committee

We truly respect the impartiality, independence and integrity of the Nomination Committee members and the Committee mandate. We are mindful that your Committee mandate allows you to put forth the best possible slate of nominees, who possess the overall competencies, backgrounds and attributes that will enable the Board to function optimally, as a whole.

The Board Chair would be pleased to attend the kick-off meeting of your 2025 Nomination Committee, prior to the commencement of your active review and deliberations on candidates.

Once again, our sincere thanks for your contributions to CIRA.

Recommended Readings

1. Appendix A | Results of Skills Analysis Survey
2. Appendix B | Current Board Membership
3. Nomination Cmte Orientation Handbook
4. FY26-28 Strategic Plan
5. Corporate Plan FY26
6. CIRA Bylaw No. 1

Jill Kowalchuk Chair, CIRA Board of Directors

Anne Butler Chair, Governance Committee

Appendix A | Results of Skills Analysis Survey

Appendix B | Current Board Membership

* Serving 1-year term as a voting Director to fill the vacancy created by the resignation of Don Bowman.
John Demco will return to his role as Board Advisor upon finalization of 2025 election.