Blackberry 2010 Annual Report Download - page 49

APPENDIX A
Protiviti Co. Corporate Governance Recommendations and
Responses of the Board of Directors of the Company
RECOMMENDATION RESPONSE
1. Board Leadership
The board should appoint a board chair to fill the currently vacant
position.
The chair of the board should be an independent director as is the
general practice among Canadian public companies and as
identified as a corporate governance practice by National Policy
58-201, Corporate Governance Guidelines. The board should adopt
a structure enabling independent directors to provide the necessary
leadership in exercising independent judgment and effectively
performing their oversight role.
If an independent director cannot be appointed and a non-
independent director assumes the position of board chair, an
independent director can be appointed to act as lead director with
disclosure of the matter. However, in such a situation, the board should
evaluate whether, in view of the substantial improvements
recommended in this report, its current leadership structure can
support the effective and independent board leadership required to
oversee management and discharge its responsibilities to the
corporation and its shareholders.
This recommendation has been accepted in part and has been
addressed. The chair position has been vacant and the Board has
had an independent lead director since March 2, 2007, when the Board
adopted the recommendations of the Special Committee.
The vast majority of S&P 500 companies in the United States have
non-independent Chairs. Of the companies that form the TSX
Composite Index, approximately 45% have a non-independent
Chair. While National Policy 58-201 (“NP58-201”) states that the
Chair of the Board should be an independent director, NP58-201 is
not prescriptive and “encourages issuers to consider the guidelines in
developing their own corporate governance practices”. It also
provides that where an independent Chair is not appropriate, an
independent director should be appointed to act as “lead director”
and either the independent chair or independent lead director should
act as the effective leader of the Board.
The Board has considered its current leadership structure and
believes it supports the effective and independent board leadership
required to oversee management and discharge its responsibilities to
the Company and its shareholders. Substantially exceeding the
guidance of NP58-201 that a board should have a majority of
independent directors, 7 of the 8 members of the Board are
independent directors. The Board’s 3 committees — the Audit and
Risk Management Committee (“A&RM Committee”), the
Compensation, Nomination and Governance Committee (“CNG
Committee”) and the Strategic Planning Committee (“SP
Committee”) — are each chaired by an independent director. The
independent lead director, who acts as the effective leader of the
Board and is supported by strong independent committee chairs, is
also a member of the A&RM and the CNG Committees and has
attended all of the meetings of the SP Committee since its
inception. The A&RM and CNG Committees are also comprised of
solely of independent directors, with each member of the A&RM and
CNG Committees meeting the heightened independence requirements
that are applicable to audit committees under U.S. securities laws. The
Board and the Company believe that this highly independent board
structure provides the necessary leadership in exercising independent
judgment and effectively performing the Board’s oversight role, and
the absence of a Board chair does not adversely affect this
determination. This board structure has been in place during the
recent improvements in corporate governance practices at the
Company. The Board is in the process of reviewing the Board
mandate with a view to updating it, including with respect to
formalizing the role and duties of a lead director.
The Board believes that the Company has been well served by its
current leadership structure. The Board will continue to monitor the
appropriateness of its current leadership structure from time to time,
including whether it is appropriate to appoint a Chair and whether the
Chair should be an independent director.
MD&A
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