CIRA GOVERNANCE UPDATE:OVERVIEW OF CURRENT AND PROPOSED PROCESS

April 2012

Final slate publishedNo follow-up to demonstrate whether the slate meets the desired experience, skills and diversity for CIRA.

VoteMembers vote for new Board Directors from slate comprised of Nomination Committee Candidates and Member Candidates.

Board inputBoard provides inputto third-party governance expert

#Closed

ReportThird-party governance expert produces report on desired experience, skills and diversity requirements needed for CIRA. Report not published or made available to the public.

Closed, confidential

Members’ Slate ApplicationsApplicants apply to be on the Members’ slate, the secondstep in the current complex election process.

Unpredictable

Nomination Committee ApplicationsApplicants apply without knowing what the desired experience, skills and diversity needed for CIRA are.

Closed, opaque

Third-p

arty govern

ance expert

CIRA Board

Nomination Committee (independent bodycomprised of non-Directors) reviews applications

Nomination Committee selects applicantsto be on the slate using third-party report on an ad-hoc basis

Nomination Committeeselection process

Show of Support

Slate

Slate

CIRA - Current Governance Process

1 month

Applicants who obtain the required 20 Shows of Support get on the Members’ slate, regardless of whether they have the desired experience, skills and diversity for CIRA as identified in the third-party report.

2.5 months 1 month 1 week

Key attributes: lengthy, complicated, opaqueEstimated elapsed time: 5 months

Process Flow

April 13, 2012

Stakeholder inputBoard members, .CA Members, Government of Canada representatives and third-party governance experts provide input to identify desired experience, skills and diversity needed for CIRA.

Open, inclusive

Report Desired experience, skills and diversity needed for CIRA published in a report that is publicly available.

Open, accountable

Report to Members Presentation by Nomination Committee at AGM outlinng how Candidates meet previously published desired experience, skills and diversity needed for CIRA.

Vote.CA Members vote for new Board Directors from a single slate of Candidates who meet the desired experience, skills and diversity needed for CIRA outlined in the published report.

Applications Applicants apply based on publicly available criteria.

Intentional

.CA Members

Third-party governance

experts

CIRA Board

Government of Canada

Nomination Committee (independent body comprisedof non-Directors) reviews and votes on applications

Nomination Committee selects applilcants to be onelection slate based on previously published criteria

Number of Candidates on the slate is greaterthan vacancies to give Members a choice at Election

Nomination Committeeselection process Slate

Open, accountable

1 month 2 months 1 week

CIRA - Proposed Governance ProcessKey attributes: intentional, transparent, efficient and accountable

Estimated elapsed time: 3.5 months

Process flow

April 13, 2012

Third-p

arty govern

ance expert

CIRA Board Nomination Committeeselection process

Show of Support

Slate

Slate

.CA Members

Third-party governance

experts

CIRA Board

Government of Canada

Nomination Committeeselection process Slate

Current Governance Process

Proposed Governance Process

CIRA Governance Process Summary

Benefits of proposed process

• Simplified • Transparent • Intentional • Accountable

1 month 2.5 months 1 month 1 week

1 month 2 months 1 week

April 13, 2012