Blackberry 2014 Annual Report Download - page 75

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67
APPENDIX A
CHARTER OF THE AUDIT AND RISK MANAGEMENT COMMITTEE OF THE
BOARD OF DIRECTORS OF BLACKBERRY LIMITED AS ADOPTED BY
THE BOARD ON MARCH 27, 2014
1. AUTHORITY
The Audit and Risk Management Committee (the "Committee") of the Board of Directors (the "Board") of BlackBerry Limited
(the "Corporation") is established pursuant to Section 5.03 of the Corporation's Amended and Restated 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.
2. PURPOSE OF THE COMMITTEE
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.
3. COMPOSITION OF THE COMMITTEE
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 by the Securities and Exchange Commission (the "SEC"), the
rules of the Nasdaq Stock Market ("Nasdaq") 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.
4. MEETINGS OF THE COMMITTEE
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
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