Tucows 2013 Annual Report Download - page 63

In considering candidates for nomination, our Board of Directors shall seek individuals who evidence strength of
character, mature judgment and the ability to work collegially with others. Furthermore, it is the policy of our Board of
Directors that it endeavor to have directors who collectively possess a broad range of skills, expertise, industry and other
knowledge and business and other experience useful to the effective oversight of our business; therefore, in considering
whether to nominate a person for election as a director, the independent directors and our Board of Directors will consider,
among other factors, the contribution such person can make to the collective competencies of the Board based on such
person’s background. In determining whether to nominate a current director for re-election, the Board will take into account
these same criteria as well as the director’s past performance, including his or her participation in and contributions to the
activities of the Board.
Shareholder nominations to the Board
Our corporate governance, nominating and compensation committee is responsible for identifying potential
nominees to the Board, and will consider any candidate proposed in good faith by one of our shareholders. As set forth in the
charter of the corporate governance, nominating and compensation committee, recommendations submitted by the
Company’s shareholders shall be timely submitted, along with the following to the attention of the Chairperson of the
corporate governance, nominating and compensation committee at 96 Mowat Avenue, Toronto, Ontario M6K 3M1 Canada,
the following:
•
the candidate’s name and the information about the individual that would be required to be included in a proxy
statement under the rules of the SEC;
•
information about the relationship between the candidate and the nominating shareholder;
•
the consent of the candidate to serve as a director; and
•
proof of the number of our common stock that the nominating shareholder owns and the length of time the shares
have been owned.
In order for a shareholder nominee to be considered by the corporate governance, nominating and compensation
committee, the shareholder nomination must be delivered at least 120 days before the date on which we first mailed our
proxy materials for our prior year’s annual meeting of shareholders. Subject to compliance with statutory or regulatory
requirements, our Board of Directors does not expect that candidates recommended by shareholders will be evaluated in a
different manner than other candidates.
Ethics policy for senior officers
Our Board of Directors has adopted an ethics policy for our senior officers, including our Chief Executive Officer,
principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the
ethics policy for senior officers can be obtained without charge from our Internet web site at tucowsinc.com.
Communications with the Board of Directors
We provide an informal process for shareholders to send communications to our Board of Directors. If you wish to
communicate with our Board of Directors, you may send correspondence to the attention of our Secretary at 96 Mowat
Avenue, Toronto, Ontario M6K 3M1 Canada. The Secretary will submit your correspondence to one of the co-chairman of
the Board of Directors, the chairman of the appropriate committee, or the appropriate individual director, as applicable.
Director compensation
Directors who are employees receive no additional or special compensation for serving as directors. The Board of
Directors determines the total amount of the annual retainer as well as the amounts of any meeting or committee fee based
upon recommendations from the corporate governance, nomination and compensation committee of the board and input from
the chief executive officer.
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Equity compensation
Under the terms of our 2006 Amended and Restated Equity Compensation Plan (the “2006 Plan”), we make
automatic formula grants of nonqualified stock options to our non-employee directors and members of committees of our