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Minutes of the Meeting of the CIRA Board of Directors held via Webex on January 20, 2021 at 12:00 p.m. ET

Directors attending: Iris Almeida-Côté, Colleen Arnold, Ryan Black, Don Bowman, Andrew Escobar, Matthew Gamble, Jill Kowalchuk, Helen McDonald, Crystal Nett, Bill Sandiford, Alourdes Sully, Rob Villeneuve

Advisors: John Demco, Byron Holland, Charles Noir

Corporate Secretary: Brigitte LeBlanc-Lapointe

Recording Secretary: Lynn Gravel

Guests: David Fowler, Rick Koeller, Paul Sarkozy

1. Approval of Agenda

It was moved by I. Almeida-Côté and seconded by C. Arnold that the agenda for the meeting be adopted as presented.  The motion was unanimously carried.

2. 2021 AGM

It was resolved that the 2021 CIRA Annual General Meeting be confirmed for Thursday, September 23, 2021.

(Moved: I. Almeida-Côté, seconded: A. Sully, motion unanimously carried)

3. Terms of Reference – Community Investment Committee and Community Investment Evaluation Panel

The Co-Chair of the Community Investment Committee provided an overview on the revised Terms of Reference for the Community Investment Committee and the Community Evaluation Panel.  It was noted that the Community Investment Program (CIP) had evolved in the last year with the development of the CIP Strategic Plan and the Board had previously approved an updated Committee structure, comprising the Community Investment Committee and the Community Investment Evaluation Panel. It was highlighted that the Community Investment Committee is a subcommittee of the Board that reports to the Board and that is responsible for overseeing the entire CIP, including the granting program and management led initiatives. The Community Investment Evaluation Panel reports to the Community Investment Committee and includes members of this Committee as well as independent non-Directors.  The Community Investment Evaluation Panel is responsible for reviewing the proposals submitted to the granting program and making recommendations for funding to the Committee. The Chair of the Governance Committee noted that the terms of reference had been reviewed by the Governance Committee at its last meeting.

It was therefore resolved that the Board of Directors approve the terms of reference of the Community Investment Committee and the Community Investment Evaluation Panel as presented.

(Moved: R. Black, seconded: I. Almeida-Côté, motion unanimously carried)

4. Risk Appetite Statements

Staff presented the proposed Risk Appetite statements and Risk Tolerance materials developed to date. Staff reminded the Board that management had developed the initial draft statements and materials in five (5) risk areas, which were revised by the Board at its meeting in November 2020. Staff noted that the content presented was indicative, but not exhaustive, of risk tolerance boundaries. Risk tolerance materials will be maintained as “living” artifacts and will evolve throughout the course of this strategic planning period. Staff was therefore seeking Board approval on the revised statements.

There was discussion once more regarding the strategic financial risks, specifically the Statement of Investment Policy & Procedures (“SIPP”). It was noted that the appetite statement currently reflects CIRA’s overall strategic financial risk objectives and goals.  Staff noted that both the appetite and tolerance statements will continue to evolve. It was agreed that the FAIR Committee would continue to review the SIPP, and the risk statement would be revised accordingly.

There was also discussion on the .CA Stewardship appetite statement. It was agreed that the statement on market share growth and operations of the Registry should be distinct to reflect the differing risk appetites. The Board also discussed the Risk Enterprise Management Report noting that each Committee Chair was responsible for certain risk appetite statements and should continue to review these and make sure to maintain alignment.  The Board also discussed the non-profit organization (NPO) status. Staff noted that the organization’s NPO is periodically considered and a complete review was completed only a few years ago.

M. Gamble joined the meeting.

It was therefore resolved that the Board of Directors approve the Risk Appetite Statements and associated level of risk appetite for the five key risk areas, being .CA Stewardship, Product Expansion, Community Investment, Organizational Enablement and Financial Risk, as prepared by management.

(Moved: C. Nett, seconded: B. Sandiford, motion unanimously carried)

R. Koeller withdrew from the meeting.

D. Fowler and P. Sarkozy joined the meeting.

5. Measurement of .CA Marketing Campaign Effectiveness and Quebec Market

Staff noted that the primary intent of the presentation was to provide the results of the .CA marketing campaign and propose an approach to the Quebec market.

Staff reminded the Board that the focus of the .CA marketing campaign was to create brand awareness and preference versus its competitors, while attracting new customers.

Staff noted that .CA was continuing to have very strong business performance in FY21. .CA is attracting more new customers than ever, with a greater share of registrations coming from new registrants. In the overall market, .CA’s share of net new domains continues to climb since last year vs. .COM. New registrations and renewal rates are both well above targets. It is anticipated that these trends will continue and that .CA will end the year well above plan in both net unit growth and revenue.

While the impact of COVID-19 has positively impacted most ccTLD’s domain business, .CA’s growth has significantly outperformed that of ccTLDs comparably sized to CIRA, indicating that CIRA’s marketing efforts are having an impact. .CA is the only ccTLD that consistently deploys the type and materiality of advertising program, seen in the last in the last 2 – 3 years, among its peers. Ad preference for .CA versus .com continues to grow.

Registrar engagement continues to be important during CIRA’s campaign periods.  Registrars that participated and supported the campaign have once again produced better results than those that chose not to.

Given the enhanced growth in the market, driven by the need for many small to medium enterprises to adapt to both a physical and digital presence in the age of COVID, staff is recommending maintaining the current national strategy with Toronto and Vancouver and entering a third major urban market with mass marketing in FY22.

There was discussion around .CA’s market share vs .com and the effects of COVID, because COVID was having a positive impact on the market and .CA growth. Some Directors asked for better insight on what could be tracked to market growth and the impact of the advertising program relative to future investments. The Chair reminded the Board that CIRA was entering into the third fiscal year of the .CA television advertising campaign and once the campaign is completed, staff will review the campaign (and business) results in their entirety.

Staff presented initial insights into the Quebec market. Staff noted that the French speaking Quebec market for .CA is significantly under-developed relative to other provinces.

Overall the Board was satisfied with the metrics and the direction of the advertising program.

A recommendation on the .CA campaign will be presented at the upcoming Board meeting on March 1, 2021 as part of the FY22 budget.

D. Fowler, L. Gravel and P. Sarkozy withdrew from the meeting.

6. In-Camera Session

The Board of Directors held an in-camera session

7. Adjournment

There being no further business, on motion by B. Sandiford and seconded by R. Black, the meeting was concluded at 2:21 p.m.