Blackberry 2010 Annual Report Download - page 53

RECOMMENDATION RESPONSE
The orientation and continuing education programs should be
regularly reviewed in the context of evolving circumstances, both
within and outside the Company, and updated to ensure that all
directors, individually and the board as a group, have the
knowledge and understanding necessary for effective and efficient
conduct of the board’s affairs and to fulfill their obligations.
Continuing Education:This recommendation has been accepted
and has been addressed. Education occurs as part of the regular
business of the Board and its committees and will continue. The
opportunities for education of Board members, at the Board and in
Board committees, have increased over the past three years.
To allow the Board and committees additional time to conduct their
respective business and to allow for education sessions, the Board has
moved the CNG Committee quarterly meeting to the day preceding the
A&RM Committee and Board meeting, with a newly instituted Board
dinner, which is intended to have an educational component, following
the CNG Committee meeting. The Board intends to review the
Company’s continuing education efforts periodically as appropriate.
(c) Director Recruiting and Succession
The board should continue its efforts to recruit additional directors
and develop an orderly succession plan to meet the ongoing needs of
the board for directors with an appropriate mix of diversity,
competencies, skills and other attributes to provide effective
oversight of the Company.
This recommendation has been accepted and has been addressed.
From time to time, the Board considers the size and composition of the
Board and evaluates the need and selection criteria for recruiting
additional directors. In the spring of 2009, the CNG Committee
adopted new selection criteria for recruiting a new director. Using
these selection criteria, the Board appointed a new director to the
Board in September 2009. While the Board believes that it would be
beneficial to the Company and the Board for its other Co-CEO to rejoin
the Board in 2010, beyond that, the Board has not concluded that
additional directors should be recruited based on its current and
anticipated needs. The Board will continue to monitor its size and
composition.
(d) Board and Director Performance Assessments
As identified as a corporate governance practice by National Policy
58-201, Corporate Governance Guidelines, the board, its committees
and each individual director should be regularly assessed regarding
his, her or its effectiveness and contribution. An assessment should
consider:
- In the case of the board or a board committee, its mandate or
charter; and
- In the case of an individual director, the applicable position
description(s), as well as the competencies and skills each
individual is expected to bring to the board.
This recommendation has been accepted and will be addressed as
follows. Consistent with its charter, the CNG Committee is responsible
for monitoring the effectiveness of the operation of the Board, its
committees and individual directors. A Board effectiveness
questionnaire and follow-up process has been developed that will
be undertaken annually. The CNG Committee and the Board will
conduct an annual performance assessment and make
improvements to the evaluation process as appropriate.
(e) Charters and Mandates
The board should develop the following:
- A charter for the strategic planning committee;
- Position descriptions for the chair of the audit committee and the
chair of the strategic planning committee.
This recommendation has been accepted and has been addressed.
The SP Committee and the Board has developed and adopted a
Charter for the SP Committee which includes the duties and
responsibilities of the Chair. The charter for the A&RM Committee
was also amended in December 2009 to set out the duties and
responsibilities of its Chair.
6. Compliance Oversight Practices
(a) Oversight of Enterprise-Wide Compliance
The Board should oversee the design and implementation of a
comprehensive, integrated enterprise-wide compliance program
encompassing existing compliance initiatives and ensuring
coverage of compliance with all applicable laws and regulations
across various jurisdictions, as well as with internal corporate
policies approved by the board.
Accountability for enterprise-wide compliance should be assigned to
a designated executive, such as a chief compliance officer or the
equivalent, with responsibility for comprehensive and integrated
compliance across all parts of the organization with regular
reporting to the audit committee and the board.
This recommendation has been accepted and will be addressed as
follows. As part of its review and update of the current Board mandate,
the Board will confirm its responsibility for overseeing, directly and
through its committees, an appropriate compliance program for the
Company. Other than matters currently within the purview of the
Corporate Disclosure Committee, accountability for the compliance
program will be assigned to the Company’s existing Risk Council,
which consists of senior management members representing all of
the significant areas of the Company’s business. Pursuant to its
existing charter, the role of the Risk Council is currently to assist
management in fulfilling its responsibilities for assessing, managing
and monitoring risks. This mandate will be augmented to include the
responsibility for broader oversight of a compliance program
appropriate for the Company, including its existing compliance
initiatives, legal/regulatory compliance (other than matters currently
within the purview of the Corporate Disclosure Committee) and internal
corporate policies approved by the Board. The Risk Council will be
renamed the Risk & Compliance Council and will report to the Co-CEOs.
MD&A
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