Seeking applicants for the Board slate
The CIRI Nominating and Governance Committee seeks CIRI Shareholders interested in nomination to the 2025 CIRI Board of Directors’ candidate slate. To be considered, all Board slate applicants, including incumbents, must complete and return a candidate nominee application to CIRI by 3:00 p.m. Alaska Standard Time on Monday, Jan. 13, 2025.
The Nominating and Governance Committee will review all timely applications, conduct selected interviews and recommend candidates to the CIRI Board of Directors. Based on the Nominating and Governance Committee’s recommendations and the Board’s subsequent evaluation, the CIRI Board will name five candidates to the Board-recommended slate.
For the first time this year, Board slate applicants may submit an online application. Applicants may also download and return a fillable PDF or pick up a paper application from CIRI’s Shareholder Relations department.
Director responsibilities and experience
The CIRI Board of Directors establishes the strategic direction of the corporation and oversees the performance of its businesses and management. CIRI Directors are responsible for developing corporate policies, furthering CIRI’s mission, and promoting the economic, social and cultural well-being of its Shareholders.
In selecting the Board-recommended slate, the CIRI Board looks for demonstrated decision-making, leadership experience and communication skills. Applicants should have a strong understanding of business and basic financial knowledge, along with a college degree or equivalent business experience. In addition, an applicant should exhibit professionalism, sound judgment, equanimity and integrity. Familiarity with the Alaska Native Claims Settlement Act (ANCSA) and involvement in the Alaska Native/American Indian community are also essential.
CIRI’s primary business segments include energy and infrastructure, financial investments, government services, land and natural resources, and real estate. Shareholders with relevant industry experience in one or more of these segments are encouraged to apply.
Director eligibility
Pursuant to CIRI’s Bylaws, no person shall be qualified to serve as a CIRI Director who:
- Is not at least 18 years of age.
- Is not a voting CIRI Shareholder.
- Has been convicted, as determined by a court of competent jurisdiction, of a felony within five years before the date of the election.
- Has been found, as determined by a court of competent jurisdiction, to have engaged in fraud or illegal business practices.
- Has been found, as determined by a court of competent jurisdiction, to have breached a confidentiality agreement with the corporation.
Board write-in candidates
Shareholders interested in running for the CIRI Board of Directors as a write-in candidate, including those individuals not selected for the Board-recommended slate, will have an opportunity to submit information for inclusion in CIRI’s election materials.
Write-in candidate information packets will be available from CIRI Shareholder Relations and posted on CIRI’s website no later than Friday, Jan. 24, 2025. Completed write-in candidate information packets must be received by CIRI by noon (12 p.m.) Alaska Standard Time on Friday, Feb. 21, 2025.
In accordance with CIRI’s Bylaws and election policies and procedures, the names, photographs and appropriate personal statements of all eligible write-in candidates will appear in CIRI’s election materials. There is no charge to a write-in candidate to have his or her accurate and appropriate information included. This process enables any eligible CIRI Shareholder to run for election to the CIRI Board of Directors with minimal effort and expense and reduces the number of mailings Shareholders receive.
Reminder regarding compliance with state proxy regulations
Alaska law defines proxy solicitations as a request to execute or not to execute, or to revoke a proxy; or the distributing of a proxy or other communication to Shareholders under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy. Shareholders who campaign or solicit votes/proxies in connection with the CIRI 2025 Annual Meeting are reminded to become familiar with the State of Alaska’s laws and regulations pertaining to ANCSA proxy solicitation.
As an example, under Alaska regulations, materials or communications distributed via cell phone or published on the internet—including, but not limited to, electronic forums such as blogs, Facebook and other social-networking sites—are presumed to be distributed to more than thirty (30) Alaska resident Shareholders and must be filed with the State of Alaska’s Department of Commerce, Community and Economic Development, Division of Banking and Securities at the same time they are distributed, published or made available.
Failure to make the required disclosures, failing to file or to timely file the required proxy solicitation materials and/or making a disclosure or other material statement that is false or misleading, could result in the invalidation of proxies, fines, sanctions and other legal remedies. Any questions pertaining to the regulations should be directed to the Division of Banking and Securities.
