Blackberry 2013 Annual Report Download - page 107

ANNEX A
(Duties and Responsibilities of the Chair)
In addition to the duties and responsibilities set out in the Board of Directors Mandate and this Charter, the Chair will:
1. Provide overall leadershi
p
to enhance the effectiveness of the Committee, includin
g
:
a. Recommend and oversee the a
pp
ro
p
riate structure, com
p
osition, membershi
p
, and activities dele
g
ated to the Committee;
b. Chair all meetings of the Committee at which the Chair is in attendance and manage the meeting agenda so that appropriate
time and consideration can be
g
iven to the a
g
enda items;
c. Lead discussions, foster candor among meeting participants and encourage Committee members to ask questions of senior
mana
g
ement, its advisors and advisors of the Committee, and ex
p
ress view
p
oints durin
g
meetin
g
s;
d. Schedule and set the agenda for Committee meetings with input from other Committee members, the Committee’s
advisors, the Lead Director of the Board of Directors, the Co-CEOs, the Corporate Secretary and senior management as
a
pp
ro
p
riate and consider, on a
p
roactive basis, emer
g
in
g
matters that should be addressed b
y
the Committee;
e. Facilitate the timely, accurate and proper flow of information to and from the Committee and, with input from Committee
members, maintain an open dialogue with the Corporate Secretary regarding the timeliness, quantity, quality and
com
p
leteness of information
p
rovided b
y
senior mana
g
ement and advisors to the Committee;
f. Arrange for management, internal personnel, external advisors, and others to attend and present at Committee meetings as
a
pp
ro
p
riate;
g. Arrange sufficient time during Committee meetings to fully discuss agenda items and, as appropriate, defer matters that
re
q
uire more information or time for discussion to a subse
q
uent meetin
g
;
h. In cooperation with the Corporate Secretary, identify, monitor and report back to the Committee on the status of matters
requiring action by senior management or the Committee following the meeting with a view to ensuring that matters are
acted u
p
on in a timel
y
manner;
i. Review draft minutes of Committee meetings prior to their presentation to the Committee for approval and ensure that
minutes are reviewed and a
pp
roved b
y
the Committee in accordance with this Charter;
j
.Carr
y
out the res
p
onsibilities and duties of the Committee, as outlined in this Charter, and
k. Review the Committee charter and duties and res
p
onsibilities with Committee members at least annuall
y
.
2. Foster res
p
onsible decision-makin
g
b
y
the Committee and its individual members.
3. Provide for in-camera sessions at all scheduled meetings of the Committee without management present and, as appropriate,
without the Cor
p
orate Secretar
y
p
resent.