Minutes of the Meeting of the CIRA Board of Directors held at CIRA Offices on September 14, 2022 at 9:00 a.m. ET
Directors attending: Liza Aboud (via Webex), Iris Almeida-Côté, Colleen Arnold, Gwen Beauchemin, Anne Butler, Andrew Escobar, Jill Kowalchuk, Crystal Nett, Samantha Ventresca, Alourdes Sully, Rob Villeneuve
Advisors: John Demco, Byron Holland, Heather Dryden (ISED)
Regrets: Eric Hill
Corporate Secretary: Brigitte LeBlanc-Lapointe
Recording Secretary: Lynn Gravel
Guests: Sanita Alias, A. Chang, Adam Eisner, Marc Fares, Jon Ferguson, Jane Fulford, Tanya O’Callaghan
1. Approval of Agenda
It was agreed to add the item Canadian Presence Requirement for Registrants (“CPR”) under Other Business.
It was therefore moved by I. Almeida-Côté and seconded by A. Sully that the agenda for the meeting be adopted with this change. The motion was unanimously carried.
2. In-Camera Session
The Board of Directors (the “Board”) held an in-camera session.
Following the in-camera session, S. Alias, A. Chang, A. Eisner, M. Fares, J. Ferguson, J. Fulford, L. Gravel, B. Holland and T. O’Callaghan joined the meeting.
3. Chair’s Remarks
The Chair thanked the Board for the work accomplished in the past year and asked everyone to reflect on opportunities for the upcoming year.
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 July 20, 2022 Board of Directors’ Meeting
4.2 Report on Statutory Obligations
4.3 Q1/FY23 Financial Report
4.4 Q1/FY23 Risk Management Report
4.5 ESG Strategy Update
4.6 Report from the Services Strategy Committee
4.7 CIRA’s Policy, Advocacy and Stakeholder Processes and Activities
It was therefore resolved that item 4.1 on the consent agenda be approved and the remaining items be received.
(Moved: C. Nett, seconded: I. Almeida-Côté, motion unanimously carried)
The meeting was adjourned at 9:30 a.m. for an information session on Global and Domestic Cybersecurity.
Following the information session, the meeting resumed at 1:00 p.m.
5. Management Report
The Board received the Management Report as tabled.
The Chair noted that based on the feedback received from the Board, staff worked on updating the format of the Management Report to capture the key areas and metrics. Staff noted that the re-designed report provides reporting tying the strategic pillars and business units. Staff outlined that the report is also based on internal quarterly business review held across the management team to highlight progress, opportunities, risks and challenges.
In addition to discussing the format of the report, there was discussion and questions regarding a few items discussed in the Management Report, including in respect of the net domains under management metric and results in respect thereof.
6. Committee Reports
6.1 Governance Committee
The report from the Chair of the Governance Committee was received and tabled at the meeting.
- Board Charter
The Committee had reviewed the latest version of the revised Board Charter and was therefore recommending the approval of the revised Board Charter.
It was therefore resolved that the Board of Directors approve the Board Charter subject to a minor correction.
(Moved: G. Beauchemin, seconded: A. Butler, motion unanimously carried)
- Ad Hoc Committee Policy
The Committee also reviewed the Ad Hoc Committee policy. A few changes had been proposed to further simplify the policy.
The Governance Committee was therefore recommending the approval of the policy subject to a minor correction.
(Moved: A. Butler, seconded: A. Sully, motion unanimously carried)
- Director Compensation Policy
The Chair of the Governance Committee noted that a review of the Director Compensation Policy will be conducted and undertaken by an external consultant.
- Corporate Secretary
The Chair of the Governance Committee noted that the CIRA’s Corporate Secretary mandate was up for renewal in September 2022.
The Governance Committee was therefore recommending the re-appointment of Brigitte LeBlanc-Lapointe as CIRA’s Corporate Secretary for another one-year term until September 2023 or until her successor is appointed or her earlier resignation or removal.
(Moved: A. Escobar, seconded: C. Nett, motion unanimously carried)
- Director Orientation Session
The Chair of the Governance Committee noted that the dates for the Director Orientation had been set for October 27 and 28, 2022. The Committee also proposed some topics for discussion and presentation.
6.2 Report from the Community Investment Committee
The report from the Chair of the Community Investment Committee (“CIC”) was received and tabled at the meeting.
The Chair of the CIC reported that CIRA staff had completed a two-part lessons learned session on the latest round of the granting process with both the CIC and the members of the Community Investment Evaluation Panel (“Panel”). A subsequent meeting was held with the Panel to finalize feedback, which helped inform the changes to CIRA’s Community Investment, Policy and Advocacy (CIPA) strategy and the next round of CIRA grants.
Staff highlighted the changes to the overall strategy. Staff also noted that, based on the input from the Panel through the lessons learned process, updates will be made to the upcoming Round 10 grants process.
7. Strategic Plan Update
The updated FY21-FY25 Strategic Plan from was received and tabled at the meeting.
Staff highlighted the changes to the Strategic Plan since its inception. Staff noted that emerging from a post-pandemic period, the country had changed dramatically and the internet along with it. The changes noted were: 1) increased focus on future of .CA in face of industry and economic changes; 2) re-evaluation of new product opportunities and innovation; 3) integrated CIPA strategy; 4) organizational enablement; and 5) updated Strategic Stimulation Scenario (S3) models. There was discussion around the future plan for hybrid work and the French marketing campaign. Staff noted that a hybrid work model will be developed that balances the needs of CIRA and its customers while enabling its team members to do their best work. As for the French marketing campaign, it will be underway soon starting with Montreal.
8. Other Business
- Action Items Review
The Chair of the Board reviewed the action items register.
- Canadian Presence Requirement for Registrants
A point was raised by a Board member regarding the need to update the Canadian Presence Requirements for Registrants policy following the Queen’s passing and replacing the category “Her Majesty the Queen” with “His Majesty the King”.
It was agreed to leave the policy as is for now since there is no legal requirement to make this change since the policy refers to Her Majesty Queen Elizabeth the Second and her successors. This issue would be looked at during the fulsome review of this CIRA policy.
On behalf of the Board and staff, the Chair thanked Crystal Nett as a member then as Chair of the Finance, Audit, Investment and Risk Management Committee throughout her term.
The Board and staff also extended their sincere thanks and appreciation to Rob Villeneuve as a member and/or Chair of many committees over the past 9 years.
9. Next Meeting
A director orientation session will be held on October 27, 2022 and the next meeting of the Board will be held on October 28, 2022. The planning of the Director Orientation session is underway.
A. Chang, A. Eisner, M. Fares, J. Ferguson, L. Gravel, B. Holland and T. O’Callaghan withdrew from the meeting.
10. In-Camera Session
The Board held an in-camera session.
There being no further business, on motion by L. Aboud and seconded by R. Villeneuve, the meeting was concluded at 5:04 p.m.