Blackberry 2010 Annual Report Download - page 50

RECOMMENDATION RESPONSE
2. Oversight of Organizational Leadership
(a) CEO & Executive Officers:
The Board should develop and further refine its processes and
practices to facilitate the oversight of the Co-CEOs and executive
management in the following areas:
Chief Executive Officer
As defined in National Policy 58-201, Corporate Governance
Guidelines, the following should be provided for the Co-CEOs:
- Formal written position descriptions that clearly define the role of
the CEOs and delineate management and board
responsibilities; and
- Measurable corporate goals and performance objectives that
the Co-CEOs are responsible for meeting. These goals and
objectives should be approved by the board, and they should
subsequently form the basis for objective annual assessments
of CEO performance.
Executive Officers
- Written position descriptions and defined measurable
performance objectives should also be developed for other
members of executive management and approved by the
board;
- The appointment of executive officers of the Company should be
approved by the board; and
- An ongoing process should be established, with board oversight,
for the assessment of the capabilities of executives in relation to
the Company’s current, emerging and expected future needs, in
the context of a rapidly growing organization that is maturing in
a highly competitive environment.
Position Descriptions: This recommendation has been accepted
and will be addressed as described below. NP58-201 recommends
that the Board develop a clear position description for the chief
executive officer and management responsibilities. Messrs.
Lazaridis and Balsillie have been with the Company since 1984 and
1992, respectively, and have worked together for approximately
18 years. As a result of this long tenure and working relationship,
their respective roles are well understood at the Company and by
the Board. Nonetheless, the Board is working in conjunction with
management on position descriptions for the two Co-Chief Executive
Officers and the Company’s other executive officers consistent
with NP58-201.
Goals and Performance Objectives: This recommendation has
been accepted and has been addressed. The first level oversight
of Co-CEO and executive officer performance and compensation is
the responsibility of the independent CNG Committee supported by its
independent compensation consultant. As noted in the Company’s
Compensation, Discussion & Analysis (“CD&A”) of its 2009
Management Information Circular (“2009 MIC”), the CNG Committee
took into account six strategic goals, some measurable quantitatively
and others qualitatively, in assessing the fiscal year 2009
performance of the Co-CEOs and other executive officers. Also as
noted in the CD&A, the Co-CEO and executive officers’ variable
incentive compensation was determined based on the Company’s
financial performance on specific measurable criteria, being revenue,
diluted earnings per share and net subscriber additions as well as
their respective individual performance. The CNG Committee’s
performance assessment of the Co-CEOs and the executive officers
(based on Company strategic goal achievement, specific financial
metric achievement and individual performance), together with the
Committee’s compensation recommendations were reported to, and
approved by, the independent members of the Board.
For the recently completed fiscal year ended February 27, 2010, the
above described performance considerations and process are being
followed. In addition, as part of its fiscal year 2010 performance and
compensation planning, individual performance objectives for the fiscal
year were established for each of the Co-CEOs and executive officers
and will form part of the CNG Committee’s fiscal year 2010 performance
assessment. The CNG Committee and the Board anticipate that the
annual assessment process will continue to be refined in future fiscal
years. The Board recognizes that this is an evolving process but also
believes that its current practices are appropriate in assessing
performance and determining fair and appropriate compensation in
the context of the Company’s operations.
Appointment of Executive Officers: This recommendation has been
accepted and has been addressed. The Board approves the
appointment of executive officers. For example, at its December
2009 quarterly meeting, the Board received in advance of the
meeting, and adopted, a resolution appointing the Chief Financial
Officer of the Company to that office.
Assessment of Capabilities: This recommendation has been accepted
and is being addressed by the measures outlined in response to
recommendation 3 (Succession Planning and Leadership
Development).
MD&A
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