Tucows 2013 Annual Report Download - page 61

Our directors are elected annually and serve until the election or appointment and qualification of their successors or
their earlier death, resignation or removal.
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Executive Officers
The required information regarding our executive officers is set forth in Part I hereof under the caption “Executive
Officers of the Registrant” and is incorporated herein by reference.
Governance Principals
The governance principals of our Board of Directors include the charters of our audit committee, our Corporate
Governance and Compensation Committee, our Code of Conduct, and our Code of Ethics. Each of these documents and
various other documents embodying our governance principals are published on our website at tucowsinc.com. Amendments
and waivers of our Code of Ethics will either be posted on our website or filed with the SEC on a Current Report on Form 8-
K.
Mr. Karp and Mr. Ralls, two of our independent directors, serve as Co-Chairmen of the Board. The Board does not
have a lead independent director. Our Board currently consists of seven directors, six of whom the Board has determined are
“independent” within the meaning of the independence requirements prescribed by the listing standards of the NASDAQ
Capital Market. In making this determination with respect to Mr. Ralls, the board considered whether his beneficial
ownership of Tucows equity securities constituted a material relationship with the Company that would impair his
independence, and concluded that he was independent. The Board believes that this structure, which provides an
overwhelming majority of independent directors, coupled with the Board meeting in executive session without any
management directors or non-independent directors present, is an appropriate structure for Tucows’ Board. We believe that
this structure provides appropriate and independent oversight by the Board. The Board regularly consults with our Chief
Executive Officer, who is also a director, and our corporate governance, nominating and compensation committee to review
the various types of risk that affect Tucows and the strategies to mitigate such risks. The Board believes that this structure has
been effective.
Meetings
Our Board of Directors met five times during Fiscal 2013. Our Board of Directors also took action by unanimous
written consent on one occasion during Fiscal 2013. With the exception of Mr. Ito, each director attended at least 80% of the
total number of meetings of the Board of Directors and the committees on which he served during Fiscal 2013.
Executive Sessions of Independent Directors
A majority of the independent directors meet quarterly in executive sessions without members of our management
present. Mr. Karp is responsible for chairing the executive sessions.
Policy regarding attendance
Directors are expected, but are not required, to attend board meetings, meetings of committees on which they serve,
and shareholder meetings, and to spend the time needed and meet as frequently as necessary to discharge their
responsibilities properly. Elliot Noss attended our 2013 annual meeting of shareholders in person while the remainder of the
Board of Directors were available by teleconference.
Committees
Our Board of Directors has two committees, an audit committee established in accordance with Section 3(a)(58)(A)
of the Securities Exchange Act of 1934, as amended, and a corporate governance, nomination and compensation committee.
Our committees generally meet in connection with regularly scheduled quarterly and annual meetings of the Board of
Directors, with additional meetings held as often as its members deem necessary to perform its responsibilities. From time to
time, depending on the circumstances, the Board may form a new committee or disband a current committee.
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