Tucows 2013 Annual Report Download - page 73

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(2)
Consists of fees and expenses for tax consulting services.
Audit Committee pre-approval of audit and permissible non-audit services of independent auditors.
The Audit Committee has adopted a pre-approval policy that provides guidelines for the audit, audit-related, tax and
other non-audit services that may be provided to us by our independent auditors. Under this policy, the audit committee pre-
approves all audit and certain permissible accounting and non-audit services performed by the independent auditors. These
permissible services are set forth on an attachment to the policy that is updated at least annually and may include audit
services, audit-related services, tax services and other services. For audit services, the independent auditor provides the audit
committee with an audit plan including proposed fees in advance of the annual audit. The Audit Committee approves the plan
and fees for the audit.
With respect to non-audit and accounting services of our independent auditors that are not pre-approved under the
policy, the employee making the request must submit the request to our chief financial officer. The request must include a
description of the services, the estimated fee, a statement that the services are not prohibited services under the policy and the
reason why the employee is requesting our independent auditors to perform the services. If the aggregate fees for such
services are estimated to be less than or equal to $25,000, our chief financial officer will submit the request to the chairman
of the audit committee for consideration and approval, and the engagement may commence upon the approval of the
chairman. The chairman is required to inform the full audit committee of the services at its next meeting. If the aggregate
fees for such services are estimated to be greater than $25,000, our chief financial officer will submit the request to the full
audit committee for consideration and approval, generally at its next meeting or special meeting called for the purpose of
approving such services. The engagement may only commence upon the approval of full audit committee.
79
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this Annual Report on Form 10-K:
1. Financial Statements. The financial statements listed in the accompanying index to consolidated financial
statements are filed as part of this Annual Report on Form 10-K.
2. Financial Statement Schedules. Schedules are not submitted because they are not required or are not
applicable, or the required information is shown in the consolidated financial statements or notes thereto.
3. Exhibits. The Exhibits listed below are filed or incorporated by reference as part of this Annual Report on
Form 10-K. Where so indicated by footnote, exhibits which were previously filed are incorporated by reference. For exhibits
incorporated by reference, the location of the exhibit in the previous filing is indicated in the footnotes below.
Exhibit
No.
Description
3.1.1
Fourth Amended and Restated Articles of Incorporation of Tucows Inc. (Incorporated by reference to Exhibit 3.1
filed with Tucows’ Current Report on Form 8-K, as filed with the SEC on November 29, 2007).
3.1.2
Articles of Amendment to Fourth Amended and Restated Articles of Incorporation of Tucows Inc. (Incorporated by
reference to Exhibit 3.1 filed with Tucows’ Current Report on Form 8-K, as filed with the SEC on January 3, 2014).
3.2
Second Amended and Restated Bylaws of Tucows Inc. (Incorporated by reference to Exhibit 3.2 filed with Tucows’
Annual Report on Form 10-K for the year ended December 31, 2006, as filed with the SEC on March 29, 2007).
3.3
Amendment No. 1 to Second Amended and Restated Bylaws of Tucows Inc. (Incorporated by Reference to Exhibit
3.3 filed with Tucows’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
10.1*
2006 Equity Compensation Plan, as amended and restated effective as of July 29, 2010 (Incorporated by reference to
Exhibit 99(d)(1) filed with Tucows’ Schedule TO, as filed with the SEC on September 17, 2010).
10.2*
Employment Agreement dated January 22, 2003 between Tucows.com Co. and Elliot Noss (Incorporated by
reference to Exhibit 10.5 filed with Tucows’ Annual Report on Form 10-K for the year ended December 31, 2003, as
filed with the SEC on March 28, 2004).