Minutes of the meeting of the CIRA Board of Directors held via teleconference on July 24, 2019 at 1:00 p.m. ET
Directors attending: Alex Beraskow, Ryan Black, Don Bowman, Andrew Escobar, Matthew Gamble, Jill Kowalchuk, Rowena Liang, Tyson Macaulay, Helen McDonald, Bill Sandiford, Rob Villeneuve
Advisors: John Demco, Byron Holland
Regrets: Louise Macdonald, Pamela Miller
Guest: Albert Chang
Corporate Secretary: Paul Havey
Recording Secretary: Lynn Gravel
1. Approval of Agenda
The Chair proposed that a discussion regarding the Board retreat be added to the agenda time permitting.
It was therefore resolved that the agenda be adopted with this amendment.
(Moved: R. Black, seconded: D. Bowman, unanimously carried)
2. Chair’s Remarks
The Chair did not have any remarks.
3. Approval of the Draft Minutes of the June 13, 2019 Board of Directors’ Meeting
A few edits were noted to the minutes and it was agreed that staff would make the necessary modifications and then circulate them electronically for approval.
4. Approval of the 2019 Audited Financial Statements
The financial statements were tabled at the meeting.
The Chair of the Finance, Audit and Investment and Risk Management Committee (“FAIR”) noted that KPMG’s audit opinion was that the financial statements presented fairly, in all material respects, the financial positon of the Canadian Internet Registration Authority. A separate focus of the audit this year was on the conversion of the .CA registry to the FURY platform. The auditors performed numerous inquiries and testing of the database conversion and no matters were highlighted in the Audit Findings Report.
There was an inquiry regarding whether it would be appropriate to include a reference to note 2(g) against each of the three lines noted under Revenue in the Statement of Operations. Staff expressed the view that they did not think this was standard practice with respect to the Significant Accounting Policies note, but agreed to follow up with the auditors to confirm.
An inquiry was made with respect to the KPMG Audit Findings Report and work of the Committee. The FAIR Committee Chair and members noted that the audit planning and engagement was robust and that the audit itself ran smoothly with no issues encountered.
The FAIR Committee was therefore recommending that the Board of Directors approve:
1. the financial statements of Canadian Internet Registration Authority for the fiscal year ended March 31, 2019 as presented;
2. the financial statements be presented to the members of CIRA at the next Annual General Meeting; and
3. H. McDonald and A. Escobar be authorized to sign CIRA’s 2019 financial statements on behalf of the Board of Directors to signify approval of the Board.
(Moved: A. Escobar, seconded: D. Bowman, unanimously carried)
5. Appointment of the Auditors
The Chair of the FAIR Committee noted that at its last meeting, the Committee had discussed several possible options, including the timing and consideration of a partner rotation in subsequent years; a comprehensive review of KPMG’s audit engagement performance; and the possible appointment of another firm through a formal RFP process, if desirable. In the meantime, the Committee had agreed to recommend to the Board to proceed with KPMG as the auditors this year and to re-assess this issue more fully later this fall.
It was therefore resolved that:
1. a motion be presented at the upcoming Annual General Meeting, to re-appoint KPMG as CIRA’s auditors, to hold office until the close of the next annual meeting of members; and
2. the Board of Directors recommends approval of this motion by CIRA’s Members.
(Moved: M. Gamble, seconded: R. Black, unanimously carried)
6. Other Business
The Chair of the Board confirmed the dates of the upcoming Board retreat in October when most Directors could attend. It was agreed that Directors and incoming Directors would be compensated at the per diem meeting rate for both days contemplated.
There being no further business, on motion by A. Escobar and seconded by J. Kowalchuk, the meeting was concluded at 2:00 p.m.