Blackberry 2014 Annual Report Download - page 79

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(2) Review with management the Corporation's administrative, operational and accounting internal controls and
internal control over financial reporting, including controls and security of the computerized information systems, and evaluate
whether the Corporation is operating in accordance with its prescribed policies, procedures and codes of conduct;
(3) Review with management and the independent auditors any reportable conditions and material weaknesses
affecting the Corporation’s internal control and financial reporting;
(4) Receive periodic reports from the Corporation's independent auditors and management of the Corporation to
assess the impact on the Corporation of significant accounting or financial reporting developments proposed by the Chartered
Professional Accountants Canada, the American Institute of Certified Public Accountants, the Financial Accounting Standards
Board, the SEC, the OSC or other regulatory body, or any other significant accounting or financial reporting related matters that
may have a bearing on the Corporation;
(5) Establish and maintain free and open means of communication between and among the Board, the Committee,
the Corporation's independent auditors, the RPA Group and management;
Other Matters
(1) Meet at least annually with the general counsel, and outside counsel when appropriate, to review legal and
regulatory matters, including inquiries from governmental and regulatory authorities and any matters that may have a material
impact on the financial statements of the Corporation;
(2) 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;
(3) 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;
(4) 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;
(5) Oversee areas under the responsibility of management, including the examination of securities trading by insiders;
(6) 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;
(7) 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
(8) 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:
(1) exercise reasonable diligence in gathering and considering all material information;
(2) remain flexible, so that it may be in a position to best react or respond to changing circumstances or
conditions;
(3) understand and weigh alternative courses of conduct that may be available;
(4) focus on weighing the benefit versus harm to the Corporation and its shareholders when considering
alternative recommendations or courses of action;
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