Minutes of the meeting of the CIRA Board of Directors held via teleconference on August 12, 2020 at 2:00 p.m. ET
Directors attending: Iris Almeida-Côté, Colleen Arnold, Ryan Black, Don Bowman, Andrew Escobar, Matthew Gamble, Jill Kowalchuk, Tyson Macaulay, Helen McDonald, Crystal Nett, Bill Sandiford, Rob Villeneuve
Advisors: John Demco, Byron Holland, Charles Noir
Corporate Secretary: Brigitte LeBlanc-Lapointe
Recording Secretary: Lynn Gravel
Guests: Albert Chang, David Fowler, Paul Havey, Josh Tabish
1. Approval of Agenda
It was resolved that the agenda be adopted.
(Moved: B. Sandiford, seconded: M. Gamble, motion unanimously carried)
2. Disclosure of Director Compensation
Staff presented several models for the possible disclosure of the Director compensation. A Board subcommittee had reviewed the pros and cons of each model, having regard to best practices for similar entities. After some discussion, the Board of Directors unanimously agreed to the following:
- disclosing for each then-serving Director on a calendar-year basis: (a) committee membership, (b) total compensation, (c) number of board meetings attended out of eligible meetings for such director and (d) number of committee meetings attended out of eligible committee meetings for such director;
- including explanatory footnote that there are other meetings and activities for which Directors are not remunerated;
- updating the current wording on the CIRA website relating to Director compensation to provide clarity on the Director compensation policy; and
- updating the current wording on the CIRA website to state that there is a written policy in respect of director expenses and that expense claims comply with such policy.
3. Disclosure of Executive Compensation
Staff presented several models for the disclosure of executive compensation. A Board subcommittee had reviewed the pros and cons of each model, having regard to best practices for similar entities. The Subcommittee recommended the disclosure of the oversight, methodology and process to establish compensation levels. The Board of Directors was in agreement with this approach.
4. Other Business
Staff provided an update on the preparation for the virtual AGM.
There being no further business, on motion by T. Macaulay and seconded by R. Black, the meeting was concluded at 3:03 p.m.