Minutes of the Meeting of the CIRA Board of Directors held via Webex on April 8, 2021 at 2:00 p.m. ET
Directors attending: Iris Almeida-Côté, Colleen Arnold, Ryan Black, Don Bowman, Andrew Escobar, Jill Kowalchuk, Helen McDonald, Crystal Nett, Bill Sandiford, Alourdes Sully, Rob Villeneuve
Regrets: Matthew Gamble
Advisors: Charles Noir, John Demco, Byron Holland
Corporate Secretary: Brigitte LeBlanc-Lapointe
Recording Secretary: Lynn Gravel
Guests: Sanita Alias, Albert Chang, Dave Chiswell, David Fowler, Mark Gaudet, Rick Koeller, Tanya O’Callaghan
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. Approval of the Draft Minutes of the March 1 and 2, 2021 Board of Directors’ Meetings
It was moved by R. Black and seconded by I. Almeida-Côté that the draft minutes of the March 1 and 2, 2021 Board of Directors’ meetings be approved as presented. The motion was unanimously carried.
3. Nomination Committee
The Governance Committee held a meeting on March 24, 2021 to discuss and select the preferred candidates out of the 45 applications received for the Nomination Committee. The selection was based on various factors, including industry experience, not-for-profit or public sector work experience, governance experience, diversity, gender, region representation and languages of the applicants.
The Governance Committee was therefore recommending that the CIRA Board of Directors appoint the following individuals to the Nomination Committee for a term of two (2) years, starting April 8, 2021: Dora Koop, Madhuri (Margie) Parikh, Anar Shamji Popatia, Darius Maze, Hans Girdhari Bathija, Lisa Kearney and Guangbin Yan.
(Moved: R. Black, seconded: B. Sandiford, motion unanimously carried)
The Chair of the Governance Committee presented the draft letter addressed to the Nomination Committee outlining the assessment of the skills and competencies that the Board and the Governance Committee believe are needed to fill anticipated gaps on the Board through the 2021 election. The Board was therefore invited to provide comments.
4. Key Performance Indicators
Staff presented certain proposed FY21-25 Key Performance Indicators (“KPIs”) for consideration by the Board.
Staff noted that various KPIs are currently tracked in the different business units and at the team level. Staff presented organizational KPIs, including foundational measurements (being those that apply across all elements of the business), as well as those relevant to four strategic pillars (.ca stewardship, product expansion, community investment and organizational enablement). Staff noted that the targets are based upon the FY22 Corporate Plan and Budget, the FY21-25 Strategic Plan, and the anticipated high and low Strategic Simulation Scenarios (S3) models. Staff will extract a subset of the KPIs and report to the Board using a high-level dashboard.
There was discussion on the various measures, how they are tracked and how year-over-year progress will be measured. The Board emphasized the need to identify the targets with specificity so that there is an understanding of how they will be evaluated year over year. Not all of the progress in achieving the KPIs need to be reported to the Board; directors were urged to flag to the CEO which ones were of greatest interest. Staff will consider how best to pursue reporting on progress.
5. Risk Management
The Board received an Enterprise Risk Management (“ERM”) report prepared by a member of the Board, as tabled. In support of the goal of establishing a proactive and preventative ERM, the report made several recommendations including that the Board establish a committee to support the Board’s oversight of risk management. The committee would provide training and coaching on ERM to committees, consolidate committee efforts and organize a session on gaps in the winter or spring.
The Board was also referred to the recent history of risk management at CIRA document which noted that much had been accomplished since a facilitated board-management workshop in early 2018.
After much discussion, the Board agreed that a training session could benefit the Board if it was appropriately focused. The chair will work to shape such a session with directors who expressed an interest in this effort. It was also agreed that risks would continue to be addressed within existing Board committees, and these committees were asked to review the lists of risks provided and identify those risks that would fall within the purview of such Committees and their priority. With these analyses, the Board could assess if there are any gaps and, if so, how they could be addressed. The consideration of whether a dedicated committee is needed could be revisited after that work.
M. Gaudet, R. Koeller and R. Black withdrew from the meeting.
6. Disclosure Update
An update was provided on the work undertaken in response to the motions contained in the member proposal at the 2020 AGM (the “Motions”). The Board reviewed the actions it took in advance of the 2020 AGM, being to disclose on the CIRA website: (1) the oversight, methodology and process to establish compensation levels for its CEO and senior leadership team, and the ongoing review of such compensation and (2) the specific remuneration for each Director and their membership and attendance in Board and Committee meetings.
The Board then reviewed in detail the member votes on the Motions, having regard to the level of support for each Motion and the overall attendance at the AGM.
It was noted that following the AGM, CIRA retained the third-party consultant Mercer (Canada) Limited (“Mercer”) to review best practices and emerging trends in the disclosure of CEO and executive compensation. After a review of the Mercer report and a robust discussion of different views, the Board decided to continue the discussion at its next meeting.
7. Next Meeting
The next meeting will be held on June 9, 2021.
S. Alias, A. Chang, D. Chiswell, D. Fowler, L. Gravel and T. O’Callaghan withdrew from the meeting.
8. In-Camera Session
The Board of Directors held an in-camera session.
There being no further business, on motion by I. Almeida-Côté and seconded by A. Sully, the meeting was concluded at 4:19 p.m.