Blackberry 2015 Annual Report Download - page 57

Table of Contents
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that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to
bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with
creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
b) has, within the 10 years before this AIF, become bankrupt, made a proposal under any legislation relating to
bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with
creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive
officer or shareholder.
On November 7, 2006, as a result of the Company failing to file its second quarter financial statements for fiscal 2007 before
the statutory filing deadline of October 17, 2006, a management cease trade order (the “MCTO”) was issued by the OSC that
applied to Messrs. Mike Lazaridis, John Richardson and Brian Bidulka as well as certain of the Company’s other senior officers
and certain insiders of the Company. The MCTO prohibited trading in the Company’s securities by its senior officers, directors
and certain insiders during the time that the MCTO was in effect. The MCTO was revoked on May 23, 2007 after the required
securities filings were made by the Company with the OSC.
On November 21, 2013, TranSwitch Corporation (“Transwitch”) filed a voluntary petition for relief under Chapter 7 of the
United States Bankruptcy Code in the United States Bankruptcy Court for the District of Connecticut. Mr. Lynch was a
member of the board of directors of TranSwitch from November 2010 and the chairman of the board from July 2012, until
termination of the board on the date of the bankruptcy filing when a trustee was appointed.
On July 17, 2009, Luna Innovations Inc. (“Luna”) filed a voluntary petition for relief to reorganize under Chapter 11 of the
United States Bankruptcy Code, including a proposed plan of reorganization with the United States Bankruptcy Court for the
Western District of Virginia (the “Bankruptcy Court”). On January 12, 2010, the Bankruptcy Court approved the plan and Luna
emerged from bankruptcy on that date. Mr. Daniels was a member of the board of Luna from June 2007 until his resignation
on July 16, 2009.
Conflicts of Interest
There is no existing or, to the Company's knowledge, potential material conflicts of interest between the Company or a
subsidiary of the Company and any director or officer of the Company or a subsidiary of the Company. See also “Interest of
Management and Others in Material Transactions” in this AIF.
AUDIT AND RISK MANAGEMENT COMMITTEE
The Audit and Risk Management 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 and risk management functions of the Company and its subsidiaries. It is the objective of the Audit and Risk
Management Committee to maintain free and open means of communications among the Board, the independent auditors and
the financial and senior management of the Company.
The full text of the Audit and Risk Management Committee’s Charter is included as Appendix A to this AIF.
Ms. Stymiest (Chair), Mr. Dattels and Ms. Kotchka are the members of the Committee, each of whom is a director of the
Company and independent and financially literate under Sections 1.4 and 1.5 of National Instrument 52-110 of the Canadian
Securities Administrators - Audit Committees and the rules and regulations of NASDAQ. The members of the Audit and Risk
Management Committee bring significant skill and experience to their responsibilities including professional experience in
accounting, business and finance. The specific education and experience of each member that is relevant to the performance of
his or her responsibilities as such member of the Audit and Risk Management Committee are set out below:
Barbara Stymiest, FCPA, FCA (Chair) – Ms. Stymiest has an HBA from the Richard Ivey School of Business, University of
Western Ontario and an FCA from the Chartered Professional Accountants of Ontario. From 2004 to 2011, Ms. Stymiest held
various senior management positions in the Royal Bank of Canada and served as a member of the Group Executive responsible
for the overall strategic direction of the company. Prior to this, Ms. Stymiest held positions as Chief Executive Officer at TMX
Group Inc., Executive Vice-President & CFO at BMO Capital Markets and Partner of Ernst & Young LLP. Ms. Stymiest is
currently a Director of George Weston Limited, Sun Life Financial Inc., University Health Network and the Canadian Institute
for Advanced Research.
Timothy Dattels – Mr. Dattels has an MBA from Harvard Business School and is a Senior Partner of TPG Capital. Prior to
joining TPG, Mr. Dattels served as a partner and Managing Director of Goldman Sachs and was head of Investment Banking
for all Asian countries other than Japan. Through these roles, Mr. Dattels has gained extensive experience with financial
analysis, financial advisory, analytics for mergers and acquisitions, public valuations, and financial valuation.
Claudia Kotchka, BBA, CPA – Ms. Kotchka has a BBA, Cum Laude, from Ohio University and is a Certified Public
Accountant. Ms. Kotchka held various executive roles during her 31 year career at Procter & Gamble, including Vice-