Blackberry 2010 Annual Report Download - page 58

RECOMMENDATION RESPONSE
(d) Reporting Activities
The Company should improve the consistency of its documentation of
the review and performance of certain reporting activities (in
particular, the reconciliations and summaries prepared in this part
of the equity-based compensation accounting and reporting
process), as well as the access and formula controls over key
spreadsheets prepared and used in this part of the process to
organize and report the data prepared in the other phases
described above.
This recommendation has been accepted in part and, to the extent
not accepted, is unnecessary for the Company. After discussion
between Protiviti and the Company about the recommendation
relating to access and formula controls over key spreadsheets, the
Board believes the Company currently maintains appropriate internal
controls over these key spreadsheets to prevent material errors in its
accounting and disclosure. The Board is advised that the design and
operation of these controls are tested by the Company on a regular
basis within the context of the Company’s Sarbanes Oxley
compliance program, and that no deficiencies have been reported
to the A&RM Committee in this regard.
The portion of the recommendation relating to the consistency of
documentation has been addressed. The Company has always
maintained the necessary documentation to support the review
and performance of certain reporting activities as part of its books
and records. The Company has discussed the recommendation
relating to the consistency of documentation of the review activities
with Protiviti and has maintained consistent documentation as
suggested by Protiviti since the second quarter of fiscal year 2010.
13. Internal Control Over Financial Reporting and Disclosure Controls
and Procedures
The Company should implement a process to identify and assess
disclosure risks for both financial and non-financial disclosures, more
formally identify and document disclosure controls and procedures,
and regularly execute a formal testing program for DC&P to more fully
support its periodic certification obligations.
The recommendation has been accepted and will be addressed as
follows. The Company is in the process of enhancing its internal
control framework and documentation of DC&P already in place so
that identified disclosure risks, disclosure controls and testing
procedures have been performed, reviewed by management and
the results communicated to the A&RM Committee. The Company
will also formalize an annual testing plan for DC&P to obtain
further evidence of operating effectiveness.
Additional Comments
Attachment “I” to Protiviti’s final report describes, among other things, the consultant’s methodology and scope
of review. In Attachment “I”, under the heading “Access to Information and People”, Protiviti discusses
restrictions and limitations on the scope of its review. The Company has the following comments on this
section of the final report.
Pursuant to Schedule “C” to the Settlement Agreement, which was approved by the OSC, Staff of the OSC and
RIM agreed that RIM would be entitled to invoke lawyer/client privilege in relation to documents requested by
Protiviti and in witness interviews conducted by Protiviti. Protiviti accepted its engagement subject to this
restriction. Documents provided to Protiviti by the Company were redacted for lawyer/client privilege. RIM
certified that its redactions were proper and did not extend beyond those permitted by Schedule “C”.
At the commencement of Protiviti’s engagement, the Company and Protiviti agreed on protocols to govern
Protiviti’s access to documents and Company personnel. In view of the privilege limitation, before requested
documents were provided to Protiviti they were first reviewed by the Company’s legal counsel. In light of the
highly confidential nature of some of the materials made available to Protiviti, Protiviti and the Company
agreed that those materials would be reviewed on the company’s premises or on the premises of the
Company’s external legal counsel, with no copies taken. These procedures did not impose additional
restrictions on the documents made available to Protiviti.
Finally, although most of Protiviti’s requested interviews were conducted without incident, toward the end of its
field work Protiviti requested an opportunity to interview certain additional RIM personnel. Following the first
additional interview a disagreement arose about the manner in which the interview was conducted. RIM and
Protiviti then agreed that the balance of the additional interviews would not proceed. From its discussions with
Protiviti, RIM understood that the interviews were requested in an effort to confirm conclusions already
reached, and were not critical to Protiviti’s ability to complete its mandate.
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