Tucows 2013 Annual Report Download - page 62

The audit committee currently consists of Mr. Schwartz (Chair), Mr. Karp and Dr. Morrisett, all of whom are
independent directors as prescribed by the listing standards of the NASDAQ Capital Market.
The audit committee held five meetings during Fiscal 2013. The audit committee also took action by unanimous
written consent on one occasion during Fiscal 2013. The audit committee’s purposes are:
•
To assist the Board of Directors in its oversight of (1) our accounting and financial reporting processes and the audits
of our financial statements, and (2) our compliance with legal and regulatory requirements;
•
To interact directly with and evaluate the performance of the independent auditors, including to determine whether to
engage or dismiss the independent auditors and to monitor the independent auditors’ qualifications and independence;
and
•
To prepare the report required by the rules of the SEC to be included in our annual Form 10-K.
Each of the members of our Audit Committee is an independent director and satisfies the independence standards as
prescribed by the listing standards of the NASDAQ Capital Market and Rule 10A-3 under the Exchange Act and is able to
read and understand fundamental financial statements including balance sheets, income statements and cash flow statements.
Additionally, the Board of Directors has determined that Mr. Schwartz qualifies as an “audit committee financial expert” as
defined under Item 407(d)(5) of Regulation S-K. The Board of Directors has adopted a written charter for the Audit
Committee, which the Audit Committee has reviewed and determined to be in compliance with the rules prescribed by the
listing standards of the NASDAQ Capital Market and which is available at tucowsinc.com.
The corporate governance, nomination and compensation committee currently consists of Mr. Karp (Chair),
Mr. Schwartz, and Mr. Ralls, all of whom are independent directors as defined in the listing standards of the NASDAQ
Capital Market.
The committee held five meetings during Fiscal 2013. The corporate governance, nomination and compensation
committee did not take action by unanimous written consent during the 2013 fiscal year. The corporate governance,
nomination and compensation committee’s purposes are:
•
To recommend and review the compensation structure for the Company’s senior executives, including the Chief
Executive Officer;
•
To review employee compensation and benefit programs, including risk oversight;
•
To develop and recommend to the Board a set of corporate governance guidelines applicable to the Company and to
periodically review the guidelines;
•
To oversee the Board’s annual evaluation of its performance and the performance of the other Board committees;
•
To advise the Board regarding membership and operations of the Board; and
•
To identify individuals qualified to serve as members of the Board, to select, subject to ratification of the Board, the
director nominees for the next annual meeting of shareholders and to recommend to the Board individuals to fill
vacancies on the Board.
The corporate governance, nominating and compensation committee may delegate authority to one or more
members of the committee or one or more members of management when appropriate, but no such delegation is allowed if
the authority is required by law, regulation or listing standard to be exercised by the corporate governance, nominating and
compensation committee as a whole. Each of the members of our corporate governance, nominating and compensation
committee are independent directors as defined in the listing standards of the NASDAQ Capital Market. The Board of
Directors has adopted a written charter for the corporate governance, nominating and compensation committee, which the
corporate governance, nominating and compensation committee has reviewed and determined to be in compliance with the
rules prescribed by the listing standards of the NASDAQ Capital Market and which is available at tucowsinc.com.
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