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Table of Contents
46
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 31, 2016
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 with respect to the oversight of enterprise risk management, including risk compliance, the risk performance
and audit function, and the controls, processes and policies used by management to effectively manage 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
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