Minutes of a Meeting of the Board of Directors of the
Canadian Internet Registration Authority (CIRA)
Held Virtually on July 24, 2024
Attendance:
Board of Directors: Liza Aboud, Colleen Arnold, Gwen Beauchemin (Vice-Chair), Don Bowman, Graeme Bunton, Anne Butler, Eric Hill, Jill Kowalchuk (Chair), Samantha Ventresca, Rob Villeneuve, Michael Zahra
Board Advisors: Byron Holland, John Demco
Regrets: Matthew Gamble
Corporate Secretary: Brigitte LeBlanc-Lapointe
Guests: Sanita Alias, Albert Chang, Jane Fulford, Deanna Young
1. Call to Order & Approval of Agenda
The Chair called the meeting to order at 12:33pm ET on July 24, 2024.
IT WAS MOVED by Michael Zahra and SECONDED by Graeme Bunton that the agenda be approved as presented.
Motion passed unanimously.
1.2. Conflict of Interest Disclosure
There were no conflicts of interest declared in relation to the meeting items
B. Holland, J. Fulford and D. Young withdrew from the meeting.
2. In-Camera Session (Directors only)
The Board held an in-camera session.
B. Holland, J. Fulford and D. Young rejoined from the meeting.
3. Approval of Minutes
IT WAS MOVED by Anne Butler and SECONDED by Colleen Arnold that the minutes of the meeting on June 25, 2024 and June 26, 2024 be approved as presented.
Motion passed unanimously.
L. Aboud joined the meeting.
4. Approval of Audited Financial Statements
The Chair of the FAIR Committee advised the Board that that the Committee reviewed CIRA’s audited financial statements in respect of the year ended March 31, 2024 with the auditor on July 4, 2024. The Committee was satisfied with the auditor’s report, and noted that this was a clean audit with no issues or adjustments.
The FAIR Committee recommended the Board approve the audited financial statements for the year ended March 31, 2024 (FY24).
Staff presented the audited financial statements for FY24, highlighting items that were significant or where there had been significant change, as well as the notes to the financial statements. In response to questions from the Board, Staff confirmed:
- there was a thorough IT General Controls (ITGC) audit completed in 2022;
- registration revenue includes the wholesale price increase in FY24; and
- that there were no items outside of the traditional scope of the audit that required attention.
It was further noted that the Subsequent Event note in the financial statements refers to the SIDN transaction that occurred in FY25 and will be reflected in next year’s financial statements in accordance with auditing standards.
The Chair of the FAIR Committee thanked Staff for its work in connection with the audit.
IT WAS MOVED by Michael Zahra and SECONDED by Anne Butler that:
a) Subject to the receipt of the final audit opinion and signed management representation letter, the FY24 audited financial statements be approved as presented;
b) The FY24 audited financial statements be presented to the members of CIRA at the next Annual General Meeting; and
c) Any two directors be authorized to sign the FY24 audited financial statements on behalf of the Board of Directors to signify approval of the Board.
Motion passed unanimously.
G. Beauchemin joined the meeting.
5. Recommendation of Auditor
The FAIR Committee recommended to the Board that they recommend the re-appointment of Welch LLP as the auditors of CIRA for the forthcoming fiscal year.
IT WAS MOVED by Liza Aboud and SECONDED by Anne Butler that the Board of Directors recommend the re-appointment of Welch LLP as CIRA’s auditors and that a motion be presented at the next Annual General Meeting for approval by the Members in respect thereof.
Motion passed unanimously.
6. Other Business
6.1 Action Item Register
No discussion ensued on this item.
6.2 Board Work Plan
No discussion ensued on this item.
6.3 Next Meeting August 6, 2024
Discussion ensued regarding the topic of the August 6, 2024 Board meeting, with confirmation that it was to focus on strategic planning for the FY26-28 plan.
S. Alias and A. Chang joined the meeting.
7. In camera session
The board held an in-camera discussion.
S. Alias, A. Butler, A. Chang, J. Fulford, B. Holland and D. Young withdrew from the meeting.
8. In camera session (Directors only)
The board held an in-camera discussion.
L. Aboud and E. Hill withdrew from the meeting.
9. Conclusion of Meeting
IT WAS MOVED by Samantha Ventresca SECONDED by Gwen Beauchemin that the meeting of the Board be concluded.
Motion passed unanimously.
The Chair concluded the meeting at 2:50pm ET.
