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Minutes of the Meeting of the CIRA Board of Directors held via Webex on June 9, 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

Regrets: Charles Noir

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, Grant Street

1. Approval of Agenda

It was moved by J. Kolwalchuk and seconded by M. Gamble that the agenda for the meeting be adopted as presented.  The motion was unanimously carried.

2. Chair’s Remarks

The Chair did not have any remarks.

3. Consent Agenda

The Chair called for any items to be removed from the consent agenda for discussion.

3.1 Approval of the Draft Minutes of the May 21, 2021 Board of Directors’ Meeting

3.2 Report on Statutory Obligations

3.3 Management Report

3.4 Preliminary Unaudited Q4-FY21 Financial Results

3.5 Q4/FY21 Risk Management

It was therefore resolved that item 3.1 on the consent agenda be approved and the remaining items be received.

(Moved: I. Almeida-Côté, seconded: M. Gamble, motion unanimously carried)

4. Committee Reports

4.1 Report from the Governance Committee

The Chair of the Committee reported that the Committee had met recently. The Committee had reviewed the Board Effectiveness Survey. It was noted that the Committee would summarize the key main points and identify certain areas for further discussion within each Committee.

The Committee reviewed the various procedures in place to validate member contact information. It was noted that the decay of member contact information is a natural occurrence as people move, change jobs and email addresses, etc., and that staff had implemented various procedures to attempt to keep the contact information of members as current as possible.

The Committee discussed director education and professional development, and emphasized that directors are encouraged to undertake such activities and share learnings with the Board. The Committee also discussed the orientation for new directors and was recommending that the first meeting of the Board be held sooner after the election to encourage interaction. The Committee was also recommending that the Chair and Vice-Chair be elected as soon as possible following the results of the election, and that all board members express their interest in Committees at the earliest opportunity. This would be the subject of discussion later in the meeting during the Corporate Calendar item.

4.2 Report from the Community Investment Committee

The annual report presenting the FY21 performance for Corporate Initiatives was provided to the Board of Directors as information and tabled at the meeting.

The Co-Chair of the Committee referred the Board to the memo providing an update on the Community Investment Committee work since the last Board meeting. It was noted that the focus of the Committee at the moment was the review and selection of the Community Investment Program grants.

4.3 Report from the Finance, Audit, Investment and Risk Management Committee

The Chair of the Committee reported that at its last meeting the Committee had received the Q4/FY21 year-end unaudited Actual to Budget Financial Results. Staff had provided an update on the audit process timeline and noted that the fieldwork was progressing on track.

The Committee also received the Q4/FY21 Risk Management report and the Risks by Committee document. The Committee highlighted some risks and was satisfied that management had taken the appropriate steps to mitigate.

The Chair of the Committee also described Committee discussions on staffing matters and the transition to new accounting software.

R. Black withdrew from the meeting.

5. Overall Risk Oversight

The Chair of the Board noted that all Committees were asked to review the allocation of potential risks and opportunities affecting their respective areas, and to determine if they were appropriate, if any key items were missing. Each Committee was asked to evaluate the set or portfolio of registered risks relevant to the Committee in advance of the September Board meeting.

Overall the Board was satisfied with the summary of each Committee risks presented, although there was some overlap and a need to cross reference with the terms of references from each Committee. It was agreed that the Committees would finish evaluating the portfolio of risks and then work with staff to merge them into a single enterprise risk registry.

There was discussion and support for an Ad Hoc Committee, to establish a way of tracking risks and the interdependencies of each Committee and how to incorporate the risks into the Risk Management process.  It was agreed to review the mandate of the Ad Hoc Committee at the next meeting of the board.

R. Koeller withdrew from the meeting.

6. Other Business

  • Corporate Calendar – First meeting of the Board Post-Election

The Chair noted that as set out in section 3.06 of CIRA’s Bylaw, the term of office of a Director commences 30 days from the date of her election. The Chair proposed holding the first meeting of the new board in late October or early November rather than late November. The session could take the form of a retreat, with discussion of board-focused topics. As for the Director orientation, it was proposed to keep the orientation virtual, across multiple days prior to the first board meeting. It was noted that the process for election of Committee chairs had been reviewed within the last year and no changes were made. It would be desirable to have the board committees selected and operating by the end of November.

R. Black re-joined the meeting.

Overall there was support for an earlier board meeting, although it may be difficult for some given the ICANN meeting in October. There were mixed views on the desirability of holding the director orientation session(s) virtually versus in person.”. The Governance Committee was asked to explore options and best practices for the process of appointing Committee Chairs as well determining Committee membership as well as options for a retreat and orientation.

G. Street joined the meeting.

7. Internet Performance Test (IPT) Information Session

Staff provided an information session on the CIRA Internet Performance Test. Following the presentation, some risks and opportunities were raised, as well as discussion of the funding for the program. Staff noted that the program will be considered during the FY23 planning and strategy review with the Community Investment Committee.

G. Street withdrew from the meeting.

8. Annual General Meeting (AGM) Planning

Staff noted the effort last year in preparation for the virtual Annual General Meeting. For Board members involved in the proceedings, there will be rehearsals, and the role of the Corporate Secretary will be expanded to focus on the formal portion of the AGM. The AGM would be tailored to encompass those actions that are required under the Canada Not-for-profit Corporations Act and other items of business would be held during the broader event.

9. Next Meeting

The next meeting will be held on July 7, 2021.

S. Alias, A. Chang, D. Chiswell, D. Fowler, M. Gaudet, L. Gravel and T. O’Callaghan withdrew from the meeting.

10. In-Camera Session

The Board of Directors held an in-camera session.

11. Adjournment

There being no further business, on motion by C. Arnold and seconded by R. Villeneuve, the meeting was concluded at 3:07 p.m.