Tucows 2015 Annual Report Download - page 128

Board Leadership Structure and Responsibilities
Our Board of Directors oversees management’s performance on behalf of our shareholders. Our Board of
Directors’ primary responsibilities are to (1) monitor management’s performance to assess whether we are operating in
an effective, efficient and ethical manner to create value for our shareholders, (2) periodically review our long-range
plans, business initiatives, capital projects and budget matters and (3) approve compensation for our President and Chief
Executive Officer who, with senior management, manages our day-to-day operations.
Our Board of Directors and its committees meet throughout the year on a set schedule, and also hold special
meetings and act by written consent from time to time as appropriate. The independent directors meet without
management present at regularly scheduled executive sessions at each quarterly Board of Directors meeting and some
special Board of Directors meetings. Our Board of Directors has delegated certain responsibilities and authority to its
Audit Committee and Corporate Governance, Nominating and Compensation Committee. The Audit Committee
periodically discusses with management the Company's policies and guidelines regarding risk assessment and risk
management, as well as the Company's major financial risk exposures and the steps that management has taken to
monitor and control such exposures. The Audit Committee also reviews, evaluates and recommends changes to the
Company’s financial reporting policies and procedures. The Corporate Governance, Nominating and Compensation
Committee reviews and evaluates the risks underlying the Company’s compensation policies and plans and
recommends changes to these policies and plans accordingly. Our Board of Directors believes that risk oversight actions
taken by our Board of Directors and its committees are appropriate and effective at this time.
We believe it is beneficial to separate the roles of Chief Executive Officer and Chairman to facilitate their
differing roles in the leadership of our company. The role of the Chairman includes setting the agenda for, and presiding
over, all meetings of our Board of Directors, including executive sessions of independent directors, providing input
regarding information sent to our Board of Directors, serving as liaison between the Chief Executive Officer and the
independent directors and providing advice and assistance to the Chief Executive Officer. The Chairman is also a key
participant in establishing performance objectives and overseeing the process for the annual evaluation of our Chief
Executive Officer’s performance. In addition, under our Bylaws, our Chairman has the authority to call special meetings
of our Board of Directors and shareholders. In contrast, our Chief Executive Officer is responsible for handling our day-
to-day management and direction, serving as a leader to the management team and formulating corporate strategy.
Currently our Co-Chairmen are Mr. Karp and Mr. Ralls, while Mr. Noss serves as our Chief Executive Officer.
Both Mr. Karp and Mr. Ralls are independent directors. Mr. Karp has extensive executive leadership skills, long-
standing senior management and board experience, a strong ethics and compliance focus and audit committee
experience. Mr. Ralls has a wealth of industry experience, most notably the experience that he gained through his
leadership of Netidentity.com. In addition, Mr. Ralls contributes a unique perspective to our Board of Directors’
discussions and considerations based on two decades of investing and portfolio management experience.
We believe that this leadership structure for our Board of Directors provides us with the most effective level of
oversight over the Company’s business operations while at the same time enhancing our Board of Directors’ ability to
oversee our enterprise-wide approach to risk management and corporate governance and best serves the interests of our
shareholders. It allows for a balanced corporate vision and strategy, which is necessary to address the challenges and
opportunities we face at this time and demonstrates our commitment to good corporate governance. In addition, it
allows for appropriate oversight of the Company by our Board of Directors, fosters appropriate accountability of
management and provides a clear delineation of responsibilities for each position.
Role of the Board in Risk Oversight
One of our Board of Directors’ key functions is providing oversight of our risk management process. Our
Board of Directors does not have a standing risk management committee, but rather administers this oversight function
directly through our Board of Directors as a whole, as well as through Board of Directors standing committees that
address risks inherent in their respective areas of oversight. In particular, our Audit Committee has the responsibility to
consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control
Page 128 of 22
5
tcx20151201_10k.ht
m
9
/
13
/
201
6
https://www.sec.gov/Archives/edgar/data/909494/000143774916027177/tcx20151201_10...