Minutes of the Meeting of the CIRA Board of Directors held at CIRA Offices on June 8, 2022 at 1:30 p.m. ET
Directors attending: Liza Aboud, Iris Almeida-Côté, Colleen Arnold, Gwen Beauchemin, Anne Butler, Andrew Escobar, Eric Hill, Jill Kowalchuk, Crystal Nett (via Webex), Samantha Ventresca, 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, Adam Eisner, Jon Ferguson, Jane Fulford, David Fowler, Rick Koeller, Tanya O’Callaghan
1. Approval of Agenda
It was moved by A. Sully and seconded by A. Butler that the agenda for the meeting be adopted with a change in the order of items. The motion was unanimously carried.
2. Chair’s Remarks
The Chair provided a brief overview of the activities undertaken as Board Chair since the last meeting.
3. In-Camera Session
The Board of Directors (the “Board”) held an in-camera session.
S. Alias, A. Eisner, J. Ferguson, J. Fulford, D. Fowler, L. Gravel, B. Holland and T O’Callaghan joined the meeting.
4. Consent Agenda
The Chair called for any items to be added or removed from the consent agenda for discussion.
4.1 Approval of the Draft Minutes of the April 14, 2022 Board of Directors’ Meeting
4.2 Report on Statutory Obligations
4.3 Management Report
4.4 Preliminary Unaudited Q4-FY22 Financial Results
4.5 Report from the Community Investment Committee
4.6 Report from the Services Strategy Committee
4.7 Report from the Chair
It was therefore resolved that item 4.1 on the consent agenda be approved and the remaining items be received.
(Moved: I. Almeida-Côté, seconded: L. Aboud, motion unanimously carried)
R. Koeller joined the meeting.
5. Enterprise Risk Management
Staff provided an overview of the CIRA’s enterprise risk management framework. The Board has delegated overall responsibility for risk management to the Finance, Audit, Investment and Risk Management Committee recognizing that each Committee has specific risk topics which are relevant to its area of responsibility.
Staff reported that risk appetite statements and tolerances were identified and approved by the Board in March 2021 for each strategic pillar. Staff presented the risk evaluation scales that were adopted at the direction of the Board in 2014.
The Chair of the Services Strategy Committee noted that the Board had previously identified the risks by each Committee then grouped them by general areas of oversight: commercial, management, technology and external market. It was further noted that not all risks are, or should be, reported to the board, and only those appearing in red or posing as a threat to the organization are brought forward immediately to the relevant Committee and/or the Board.
Members of the Board asked various questions. In particular, there was discussion on the current risk assessment matrix (3×3), which forms part of the risk evaluation scales. Originally a 5×5 matrix had been adopted and to simplify the risk exposure counts, the Board had decided to adopt the 3×3 matrix. It was agreed that the 3×3 matrix may be too narrow.
A. Escobar and R. Koeller withdrew from the meeting.
A. Chang joined the meeting.
6. Committee Reports
6.1 Report from the Governance Committee
The Board received the results of the Board Effectiveness survey as tabled. The Chair of the Committee noted that three areas were identified for further discussion: identification and review of key stakeholder relationships; sufficiency of information on CIRA partnerships; and awareness and discussion of advocacy positions and lobbyist work.
The Committee had reviewed potential changes to CIRA’s By-law, having regard to the needs of CIRA. Staff summarized the proposed changes, noting the changes were merely housekeeping changes that would improve processes and efficiencies of CIRA. The Board agreed to revisit the changes at the next meeting.
The Committee had reviewed various reports, including the report to the Nomination Committee, a memorandum regarding Board candidate statements, the procedures to create a Board Ad Hoc Committee and the Role and Responsibilities of the Board Chair. It was noted that no changes were being proposed at this time.
The Chair of the Committee noted that work is currently underway to refine the Board Charter to ensure its brevity, clarity and consistency, and to reflect the board governance best practices relevant to Not-for-Profit organizations.
The Governance Committee also reviewed the terms of reference of the Compensation and Review Committee and unanimously agreed to present the terms of reference to the Board for approval.
It was therefore resolved that the Board approve the terms of reference of the Compensation and Review Committee as presented.
(Moved: A. Butler, seconded: A. Sully, motion unanimously carried)
A. Chang withdrew from the meeting.
6.2 Report from the Finance, Audit, Investment and Risk Management Committee
• Statement of Investment Policies and Procedures (SIPP)
The Chair of the Committee reported that the Committee had met recently. The Committee had reviewed the SIPP and its performance against objectives.
The Committee was therefore recommending that the Board maintain the current balanced risk posture and approve the minor modification to adjust Clause 2 to replace Director Finance with Chief Operating Officer. Staff will return later in the year with options for a third-party review of the current posture and performance.
It was therefore resolved that the Board approve the SIPP with the minor modification to adjust Clause 2 to replace Director Finance with Chief Operating Officer.
(Moved: C. Nett, seconded: G. Beauchemin, motion unanimously carried)
7. Other Business
On behalf of the Board, the Chair thanked retiring staff D. Fowler and D. Chiswell for their contribution to the organization and wished them well in their retirement.
8. Next Meeting: The next meeting of the Board will be held on June 29, 2022.
S. Alias, A. Eisner, J. Ferguson, J. Fulford, D. Fowler, L. Gravel, B. Holland and T. O’Callaghan withdrew from the meeting.
9. In-Camera Session
The Board held an in-camera session.
There being no further business, it was moved by I. Almeida-Côté and seconded by S. Ventresca, that the meeting be concluded at 5:27 p.m.