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APPENDIX A
CHARTER OF THE AUDIT AND RISK MANAGEMENT COMMITTEE OF THE
BOARD OF DIRECTORS OF RESEARCH IN MOTION LIMITED AS ADOPTED BY
THE BOARD ON SEPTEMBER 27, 2012
The Audit and Risk Management Committee (the “Committee”) of the Board of Directors (the “Board”) of Research In Motion
Limited (the “Corporation”) is established pursuant to Section 5.03 of the Corporation’s By-law No. A3 and Section 158 of the
Ontario Business Corporations Act. The Committee shall be comprised of three or more directors as determined from time to time by
resolution of the Board. Consistent with the appointment of other Board committees, the members of the Committee shall be
appointed by the Board at the annual organizational meeting of the Board or at such other time as may be determined by the Board,
and shall serve until the earlier of (i) the death of the member; or (ii) the resignation, disqualification or removal of the member from
the Committee or from the Board. The Chair of the Committee shall be a member of the Committee designated by the Board,
provided that if the Board does not so designate a Chair, the members of the Committee, by majority vote, may designate a Chair. The
duties of the Chair are included in Annex A.
The presence in person or by telephone of a majority of the Committee’s members shall constitute a quorum for any meeting of the
Committee. All actions of the Committee will require the vote of a majority of its members present at a meeting of the Committee at
which a quorum is present. Any decision or determination of the Committee reduced to writing and signed by all members of the
Committee who would have been entitled to vote on such decision or determination at a meeting of the Committee shall be fully as
effective as if it had been made at a meeting duly called and held.
The Committee’s purpose is to provide assistance to the Board in fulfilling its legal and fiduciary obligations with respect to matters
involving the accounting, auditing, financial reporting, internal control and legal compliance functions of the Corporation and its
subsidiaries as well as the oversight of the risk performance and audit function, including risk management frameworks, principles
and policies to ensure that management is effectively managing the Corporation’s risks. It is the objective of the Committee to
maintain free and open means of communication among the Board, the independent auditors and the financial and senior management
of the Corporation.
Each member of the Committee shall be an “independent” director within the meaning of Section 301 of the Sarbanes-Oxley Act of
2002 (“Sarbanes-Oxley”), the rules promulgated thereunder
91
1. AUTHORITY
2. PURPOSE OF THE COMMITTEE
3. COMPOSITION OF THE COMMITTEE