Blackberry 2010 Annual Report Download - page 23

enhanced governance standards, the Board has devoted a considerable amount of time and attention to
corporate governance, and has had significant involvement in reviewing and improving the Company’s
corporate governance practices prior to the engagement of Protiviti described below.
Pursuant to the Settlement Agreement, the Company agreed to submit to an independent assessment of its
governance practices and procedures by Protiviti. Protiviti is a consultant selected by staff of the OSC as
being an independent entity with experience in governance assessments. Schedule “C” to the Settlement
Agreement prescribed the procedures to be followed by the Company and Protiviti in conducting the
assessment. Protiviti proceeded to conduct its review subject to the terms of the Settlement Agreement.
Schedule “C” to the Settlement Agreement required Protiviti to prepare a draft report and submit that report to
the Company for review and comment before the report was finalized. Schedule “C” contemplates that, with
respect to each of the recommendations in the final report, the Company will (a) adopt the recommendation,
(b) adopt alternative measures that the Company and Protiviti agree are acceptable to address the
consultant’s recommendation, or (c) decline to adopt the recommendation.
Where the Company has agreed to adopt a recommendation, either as initially proposed or as modified, the
Company is required to disclose in its MD&A a description of the recommendation that the Company has
agreed to implement, together with the Company’s plan, along with any actions already taken, to implement
the recommendation. A decision to decline to adopt a recommendation must be made by the Company’s
independent directors and the reasons for that decision must be set out in writing and disclosed in the
Company’s MD&A.
Arising from the events leading to the Settlement Agreement, the Company’s Board and senior management
team, including the Company’s Co-CEOs, are committed to establishing and maintaining high standards of
corporate governance. This has been demonstrated by significant governance improvements adopted by the
Company over the past four and a half years, together with additional improvements that the Company is in
the process of adopting or has agreed to adopt.
Following field work, on October 26, 2009, Protiviti submitted a draft report to the Board and to staff of the
OSC, as of June 30, 2009, regarding certain of the Company’s corporate governance practices. The Lead
Director and the Chair of the Board’s Compensation, Nomination and Governance Committee, representing the
independent directors of the Board, consulted with other Board members, participated in subsequent
discussions with Protiviti concerning its draft reports and provided direction in connection with the Company’s
responses to the draft reports.
In the course of providing comments on the draft reports, the Lead Director and the Chair of the Board’s
Compensation, Nomination and Governance Committee and Protiviti had contemporaneous discussions
concerning the necessity or appropriateness of the recommendations and the steps required by the Company
to address certain of the recommendations, with a view to completing those discussions with the issuance of
the final report contemplated by the Settlement Agreement. Following the conclusion of those discussions
Protiviti issued its final report.
The final report contains 29 recommendations in 13 subject areas. The Company has addressed, agreed to
adopt or has already adopted 27 of these recommendations in whole and two others in part.
The Board found the final report helpful in many respects, and considered all of the recommendations.
Because the report reflects field work to June 30, 2009, it does not take into account certain governance
changes and other enhancements adopted by the Company over the past nine months, many of which were
contemplated or in progress during the course of Protiviti’s engagement. Some recommendations have
already been implemented or are being implemented by the Board because of the corporate governance
work described above. In considering further changes to the Company’s corporate governance practices, the
Board is cognizant of the rapid and extraordinary growth of the Company, in terms of number of employees
and its expanding operations around the world. It is also recognizes that the Company’s entrepreneurial
culture has been a significant factor in the Company’s success and that no one set of governance practices
fits all companies. The Board wants to ensure that its governance practices, while fully compliant, are
necessary or appropriate for the unique company that is RIM. As Protiviti itself notes in its report, considerable
professional judgment is involved in evaluating the information provided and developing its observations and
recommendations, such that others could evaluate the information differently and draw other conclusions.
Ultimately, the Board believes that it is best situated, in terms of access to information and knowledge of the
MD&A
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