Tucows 2015 Annual Report Download - page 130

Director Nomination
Our Corporate Governance, Nominating and Compensation Committee is responsible for identifying potential
nominees to our Board of Directors. In considering candidates for nomination, our Corporate Governance, Nominating
and Compensation Committee seeks individuals who evidence strength of character, mature judgment, career
specialization, relevant technical skills or financial acumen, diversity of viewpoint and industry knowledge. As set forth
in the charter of our Corporate Governance, Nominating and Compensation Committee, our Board of Directors
endeavors 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. In addition, our Board of Directors
also seeks members from diverse backgrounds so that our Board of Directors consists of members with a broad
spectrum of experience and expertise and with a reputation for integrity. In determining whether to nominate a current
director for re-election, our Corporate Governance, Nominating and Compensation Committee 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 of Directors.
Our Corporate Governance, Nominating and Compensation Committee will evaluate and consider
recommendations for director candidates from shareholders using the same criteria described above. As set forth in the
charter of the Corporate Governance, Nominating and Compensation Committee, recommendations submitted by the
Company’s shareholders shall be 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 at least 120 days before the first anniversary of the date on which we first mailed our proxy materials for our
prior year’s annual meeting of shareholders:
• the name and address of the recommending shareholder;
• 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 recommending shareholder;
• the consent of the candidate to serve as a director; and
• proof of the number of shares of our common stock that the recommending shareholder owns and the length
of time the shares have been owned.
Communications with our Board of Directors
A Tucows’ shareholder who wishes to communicate with our Board of Directors may send correspondence to
the attention of our Secretary at 96 Mowat Avenue, Toronto, Ontario M6K 3M1 Canada. The Secretary will submit the
shareholder’s correspondence to the Chairmen of the Board of Directors, the chairman of the appropriate committee, or
the appropriate individual director, as applicable.
Director 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 Board of Directors as described below. All stock-based compensation for our non-employee directors is governed
by our 2006 Plan or its predecessor, our 1996 Equity Compensation Plan (the “1996 Plan”). All options granted under
the automatic formula grants vest after one year, have an exercise price equal to the fair market value per common share
as determined by the per share price as of the close of business on the date of grant and have a five-year term. Options
are granted to directors under the 2006 Plan as follows:
• on the date a non-employee director becomes a director, he or she is granted options to purchase 4,375
shares of our common stock;
• on the date a director becomes a member of the Audit Committee, he or she is granted options to purchase
3,750 shares of our common stock;
• on the date a director becomes a member of the Corporate Governance, Nominating and Compensation
Committee, he or she is granted options to purchase 2,500 shares of our common stock; and
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