CIRA governance update current and proposed process graphics

CIRA GOVERNANCE UPDATE:OVERVIEW OF CURRENT ANDPROPOSED PROCESS April 2012

CIRA - Current Governance Process Key attributes: lengthy, complicated, opaque Estimated elapsed time: 5 months Process Flow #Closed Closed, confidential Closed, opaque Unpredictable rt pe ex ce an rn ve go ty Nomination Committee d ar ar Bo -p ird RA selection process Slate Th CI Show of Support Slate 1 month 2.5 months 1 month 1 weekBoard input Report Nomination Committee Applications Members’ Slate Applications Final slate published VoteBoard provides input Third-party governance expert Applicants apply without knowing what the desired experience, skills and diversity needed Applicants apply to be on the Members’ slate, the second No follow-up to demonstrate whether the slate Members vote for new Board Directorsto third-party governance produces report on desired for CIRA are. step in the current complex election process. meets the desired experience, skills and diversity from slate comprised of Nominationexpert experience, skills and diversity for CIRA. Committee Candidates and Member requirements needed for CIRA. Report Candidates. not published or made available to Nomination Committee (independent body the public. Applicants who obtain the required 20 Shows of comprised of non-Directors) reviews applications Support get on the Members’ slate, regardless of whether they have the desired experience, skills and Nomination Committee selects applicants diversity for CIRA as identified in the third-party to be on the slate using third-party report on an ad-hoc basis report. April 13, 2012

CIRA - Proposed Governance Process Key attributes: intentional, transparent, efficient and accountable Estimated elapsed time: 3.5 months Process flow Open, inclusive Open, Intentional Open, accountable accountable CI RA Bo ar d Th xpe ird rts e -p ar ty go ve rn an ce Nomination Committee .C selection process A M Slate em Go be rs ve rn m en to fC an ad a 1 month 2 months 1 week Stakeholder input Report Applications Report to Members Vote Board members, .CA Members, Government Desired experience, skills and diversity Applicants apply based on publicly available criteria. Presentation by Nomination Committee at .CA Members vote for new Board of Canada representatives and third-party needed for CIRA published in a report AGM outlinng how Candidates meet Directors from a governance experts provide input to that is publicly available. previously published desired experience, single slate of Candidates who identify desired experience, skills and Nomination Committee (independent body comprised skills and diversity needed for CIRA. meet the desired experience, skills diversity needed for CIRA. of non-Directors) reviews and votes on applications and diversity needed for CIRA outlined in the published report. Nomination Committee selects applilcants to be on election slate based on previously published criteria Number of Candidates on the slate is greater than vacancies to give Members a choice at Election April 13, 2012

CIRA Governance Process Summary Current Governance Process rt pe ex ce an rn ve go ty Nomination Committee d ar ar Bo -p ird RA selection process Slate Th CI Show of Support Slate 1 month 2.5 months 1 month 1 week Proposed Governance Process Benefits of proposed process CI RA Bo ar dTh xpe ird rts e -p ar ty go ve rn an • Simplified ce Nomination Committee .C selection process A M Slate em • TransparentGo be rs ve rn m en to • Intentional fC an ad a • Accountable 1 month 2 months 1 week April 13, 2012

CIRA governance update current and proposed process graphics

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