Blackberry 2013 Annual Report Download - page 99

by the Securities and Exchange Commission (the “SEC”), the rules of the NASDAQ Stock Market and National Instrument 52-110
“Audit Committees” of the securities regulators in Canada , and, as such, shall be free from any relationship that may interfere with
the exercise of his or her independent judgment as a member of the Committee.
All members of the Committee shall be financially literate at the time of their election to the Committee. “Financial literacy” shall be
determined by the Board in the exercise of its business judgment, and shall include the ability to read and understand a set of financial
statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and
complexity of issues that can be reasonably expected to be raised by the Corporation’s financial statements. At least one member of
the Committee shall be an “audit committee financial expert” with the meaning of Section 407 of Sarbanes-Oxley and the rules
promulgated thereunder by the SEC. Members of the Committee may not serve, in the aggregate, on more than 3 audit committees of
public companies, unless the Board has determined that such service will not impair the member’s ability to serve on the Committee.
Committee members, if they or the Board deem it appropriate, may enhance their understanding of finance and accounting by
participating in educational programs conducted by the Corporation or an outside consultant or firm. At least annually, the Committee
shall review its performance and the contribution of each of its members. This review will be completed on a confidential basis in
conjunction with the annual Board performance review process.
The Committee shall meet with such frequency and at such intervals as it shall determine is necessary to carry out its duties and
responsibilities. The Chair or any member of the Committee may call meetings of the Committee by notifying the Corporate
Secretary of the Corporation. Notice of meetings may be done through any efficient communication medium (i.e. email, facsimile,
mail, etc.) provided the notification is capable of being received at least twenty-four (24) hours in advance of the meeting. Each
member of the Committee shall be responsible for providing up-to-date contact information to the Corporate Secretary to ensure
efficient and timely communication. All independent directors may attend Committee meetings, provided that directors who are not
members of the Committee shall not be entitled to vote, nor shall their attendance be counted as part of the quorum of the Committee.
As part of its purpose to foster open communications, the Committee shall meet at least annually with management and the
Corporation’s independent auditors in separate executive sessions to discuss any matters that the Committee or each of these groups
or persons believe should be discussed privately. The Committee will have unrestricted access to management and employees of the
Corporation in order to carry out its duties and responsibilities. In addition, the Committee should meet or confer with the
independent auditors and management to review the Corporation’s financial statements, MD&A, annual and interim earnings press
releases and related filings prior to their public release and filing with the Ontario Securities Commission (“OSC”), the SEC or any
other regulatory body. The Chair should work with the Chief Financial Officer and management to establish the agendas for
Committee meetings. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions
thereof) and to provide pertinent information as necessary.
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4. MEETINGS OF THE COMMITTEE