Blackberry 2014 Annual Report Download - page 81

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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 leadership to enhance the effectiveness of the Committee, including:
a. Recommend and oversee the appropriate structure, composition, membership, and activities delegated 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 given to the agenda items;
c. Lead discussions, foster candor among meeting participants and encourage Committee members to ask questions of senior
management, its advisors and advisors of the Committee, and express viewpoints during meetings;
d. Schedule and set the agenda for Committee meetings with input from other Committee members, the Committee’s
advisors, the Executive Chair and the Lead Director of the Board of Directors, the CEO, the Corporate Secretary and
senior management as appropriate and consider, on a proactive basis, emerging matters that should be addressed by 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
completeness of information provided by senior management and advisors to the Committee;
f. Arrange for management, internal personnel, external advisors, and others to attend and present at Committee meetings
as appropriate;
g. Arrange sufficient time during Committee meetings to fully discuss agenda items and, as appropriate, defer matters that
require more information or time for discussion to a subsequent meeting;
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 upon in a timely manner;
i. Review draft minutes of Committee meetings prior to their presentation to the Committee for approval and ensure that
minutes are reviewed and approved by the Committee in accordance with this Charter;
j. Carry out the responsibilities and duties of the Committee, as outlined in this Charter, and
k. Review the Committee charter and duties and responsibilities with Committee members at least annually.
2. Foster responsible decision-making by 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 Corporate Secretary present.
4. Following each meeting of the Committee, report to the Board of Directors on the activities, findings and any recommendations
of the Committee.
5. Perform such other duties, within the scope of the Committee’s duties and responsibilities, as may be assigned by the Board
of Directors.
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