Minutes of the meeting of the CIRA Board of Directors held via teleconference on July 21, 2021 at 1:00 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: Sanita Alias, Marc Bisson, Albert Chang, David Fowler, Jane Fulford, Tanya O’Callaghan
1. Approval of Agenda
It was resolved that the agenda be adopted as presented.
(Moved: M. Gamble, seconded: C. Nett, motion unanimously carried)
2. Approval of the Draft Minutes of the July 7, 2021 Board of Directors’ Meeting
It was resolved that the draft minutes of the July 7, 2021 Board of Directors’ meeting be approved with a few edits.
(Moved: C. Arnold, seconded: B. Sandiford, motion unanimously carried)
3. Bank Signing Authorities
The Chair of the Committee noted that the proposed changes to the Financial Bank Signing Authorities policy reflect the addition of the Chief Operating Officer to the signing authorities.
The FAIR Committee was therefore recommending that the Board of Directors approve the Bank Signing Authorities, as presented.
(Moved: C. Nett, seconded: I. Almeida-Côté, motion unanimously carried)
4. Approval of the 2021 Audited Financial Statements
The financial statements for the fiscal year ended March 31, 2021 were tabled at the meeting.
The Chair of the Finance, Audit, Investment and Risk Management Committee reported that KMPG had presented in detail the audited Financial Statements at its last Committee meeting. KPMG’s audit opinion was that the financial statements presented fairly, in all material respects, the financial position of the Canadian Internet Registration Authority. No matters were highlighted from the Audit Findings Report.
There was discussion of certain modifications to the notes to the financial statements. It was agreed that management would confer with the auditors and recirculate an updated draft to the Board for approval.
M. Bisson withdrew from the meeting.
5. Other Business
5.1 Consultation on Canada Not-for-Profit Corporations Act
Staff provided some background and options of possible areas where CIRA could comment on the public consultation being held on the provisions of the Canada Not-for-profit Corporations Act. The Board was supportive of providing feedback on those matters that are most relevant to CIRA, having regard to the timing constraints for commentary.
5.2 AGM Matters
Further to the last board of directors’ meeting, staff presented a mock-up of Director expenses disclosure. After discussion, it was agreed that staff would make a few clarifications and publish the director expenses for 2020 as well as 2019, given that 2020 was unusual due to the impact of COVID on board activities.
The Board also continued discussions on the motions of the member proposal.
6. Next Meeting
The next meeting of the Board will be held on September 22, 2021.
L. Gravel withdrew from the meeting.
7. 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. Escobar, the meeting was concluded at 3:05 p.m.
Following the July 21, 2021 Board of Directors’ meeting, the Board unanimously approved and signed the following written resolutions on August 5, 2021:
APPROVAL OF FINANCIAL STATEMENTS – 2021
The Finance, Audit, Investment and Risk Management Committee has recommended that the Board of Directors of the Corporation approve:
- the financial statements of the Corporation for the fiscal year ended March 31, 2021 as presented (the “2021 Financial Statements”);
- the 2021 Financial Statements be presented to the members of the Corporation at the next Annual General Meeting; and
- H. McDonald and C. Nett be authorized to sign the 2021 Financial Statements on behalf of the Board of Directors to signify its approval thereof.
1. The 2021 Financial Statements are hereby approved.
2. The 2021 Financial Statements be presented to the members of the Corporation at the next Annual General Meeting.
3. Helen McDonald and Crystal Nett are hereby authorized to sign the balance sheet forming part of the 2021 Financial Statements to evidence approval by the Board of Directors.