Blackberry 2012 Annual Report Download - page 111

(ii) Review the Corporation’s policies relating to the avoidance of conflicts of interest and review and approve related party
transactions as required by the Corporation’s Code of Business Standards and Principles and applicable laws and listing rules, as well
as policies and procedures with respect to officers’ expense accounts and perquisites. The Committee shall consider the results of any
review of these policies and procedures by the Corporation’s independent auditors;
(iii) Oversee, review, and periodically update the Corporation’s Code of Business Standards and Principles and the Corporation’s
system to monitor compliance with and enforcement of the Code of Business Standards and Principles;
(iv) Review and approve capital and operating expenditure limits on an annual basis and review and approval of any exceptions to
such limits proposed by the Corporation from time to time;
(v) Oversee areas under the responsibility of management, including the examination of securities trading by insiders;
(vi) Conduct or authorize investigations into any matters within the Committee’s scope of responsibilities, including retaining outside
counsel or other consultants or experts for this purpose;
(vii) Establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting,
internal controls or auditing matters and the confidential, anonymous submission by employees of the Corporation of concerns
regarding questionable accounting or auditing matters; and
(viii) Perform such additional activities, and consider such other matters, within the scope of its responsibilities, as the Committee or
the Board deems necessary or appropriate.
With respect to the exercise of its duties and responsibilities, the Committee should:
103
• exercise reasonable dili
g
ence in
g
atherin
g
and considerin
g
all material information;
• remain flexible, so that it ma
y
be in a
p
osition to best react or res
p
ond to chan
g
in
g
circumstances or conditions;
• understand and wei
g
h alternative courses of conduct that ma
y
be available;
• focus on weighing the benefit versus harm to the Corporation and its shareholders when considering alternative
recommendations or courses of action;
• if the Committee deems it appropriate, secure independent expert advice and understand the expert’s findings and the basis for
such findings, including retaining independent counsel, accountants or others to assist the Committee in fulfilling its duties and
res
p
onsibilities; and
• provide management, the Corporation’s independent auditors and the RPA Group with appropriate opportunities to meet
p
rivatel
y
with the Committee.