Blackberry 2007 Annual Report Download - page 25

23
1 The Aggregate Annual Compensations reflects the aggregate of
the compensation received by the individual for the year as set out in
the Compensation Table in the Company’s proxy circular.
2 Dollar amounts set out in this table are in U.S. dollars. The
Aggregate Annual Compensation and all stock option exercise prices
included in the table above are denominated in Canadian dollars
and have been converted from Canadian dollars to U.S. dollars at the
average annual historical exchange rates.
3 The Revised Option Price presented in the table above has been
determined by the Special Committee of the Board of Directors and
represents the fair market value of the shares on the TSX on the day
immediately prior to the date on which the number of options the
recipient was to receive was known and approved. With respect
to the Fiscal 2001 option grants to Don Morrison and Larry Conlee,
which were made in connection with Messrs. Morrison and Conlee
agreeing to join the Company, the Special Committee of the Board of
Directors determined the Revised Option Price based on the value of
the shares on the TSX on the day immediately prior to the date that
the terms of the grant were agreed to between the Company and,
respectively, Messrs. Morrison and Conlee. Because these dates are
not always the same as the accounting measurement dates, these
values do not always equal the values used for accounting purposes
under U.S. GAAP.
4 The Aggregate Reimbursement of Benefits Received by the
external directors is approximately $0.2 million.
Changes to the Company’s Stock Option Granting Practices
In December 2006, the Board of Directors adopted an interim
option granting process, whereby all stock options (including
stock options for new hires during a fiscal quarter) would be
issued and priced quarterly and approved in advance by the
Compensation Committee or the Board of Directors. The
Compensation Committee and the newly formed Oversight
Committee of the Board are reviewing the interim option
granting process in light of evolving best practices and will
recommend to the Board any changes required as a result of
this review.
Changes to the Company’s Board of Directors, Board
Committees and Organizational Structure
The Company grew dramatically during the period covered
by the Review, and the Special Committee provided
recommendations to expand and enhance the Company’s
governance practices to address issues identified during
the Review and to better reflect the magnified size and
complexity of the Company’s business.
In accordance with the Special Committee’s
recommendations and other considerations, the Board has
established a new Oversight Committee and implemented
changes to the Company’s Board, Audit Committee,
Compensation Committee, and Nominating Committee, and
has changed various management roles:
• A new Oversight Committee of the Board has been
established whose mandate includes providing
oversight into areas typically under the responsibility
of management. Among other things, the Oversight
Committee will examine executive compensation, the use
of stock options as a compensation mechanism, trading by
insiders, hiring practices and a general review of activities
within the accounting and finance groups. The Oversight
Committee will work cooperatively as appropriate with the
other board committees. In 2009, the Board and Oversight
Committee will determine whether the committee has
completed its mandate or whether it should continue
and, if so, for what period. The Oversight Committee is
comprised of Jim Estill, John Richardson, Barbara Stymiest
and John Wetmore, each an independent director of the
Company.
• Consistent with current best practices in corporate
governance, the roles of Chairman and CEO have been
separated. Mr. Balsillie has voluntarily stepped down from
the role of Chairman to allow future consideration of a
non-executive Chairman by the Nominating Committee.
Mr. Balsillie has retained his leadership roles as Co-CEO
and Director.
• Mr. Richardson has been appointed as Lead Director of
the Board of Directors. Mr. Richardson’s responsibilities in
that position include: (a) approving information submitted
by management to the Board, (b) approving the agenda
for Board meetings, (c) leading meetings of the external
directors, (d) serving as a liaison between the external
directors and the chief executive officers, and (e) being
able to call, with due notice, a meeting of the Board and/or
an executive session of the Board consisting exclusively of
external directors.