Tucows 2012 Annual Report Download - page 61

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56
The breadth of Dr. Morrisett’s career has provided him with extensive business acumen and leadership
experience. In addition, as a member of the board of directors of our predecessor, Dr. Morrisett is uniquely positioned to
provide our Board and the Company with an important historical perspective with respect to the Company’s operations
and strategy. These factors, combined with Dr. Morrisett’s experience as a public company board, audit committee and
compensation committee member qualify him to be a director of Tucows.
Elliot Noss Director since August 2001
Mr. Noss, 51, is our President and Chief Executive Officer and has served in such capacity since the completion
of our merger with Tucows Delaware in August 2001. From May 1999 until completion of the merger in August 2001,
Mr. Noss served as President and Chief Executive Officer of Tucows Delaware. Before that, from April 1997 to May
1999, Mr. Noss served as Vice President of Corporate Services of Tucows Interactive Ltd., which was acquired by
Tucows Delaware in May 1999.
Mr. Noss’s lengthy service as our Chief Executive Officer has provided him with extensive knowledge of, and
experience with, Tucows’ operations, strategy and financial position. In addition, Mr. Noss has widespread knowledge
of the internet and software industry generally that, coupled with his operational expertise, qualifies him to be a director
of Tucows.
Jeffrey Schwartz Director since June 2005
Mr. Schwartz, 51, has served as a director of Dorel Industries since 1987 and as Executive Vice President and
Chief Financial Officer since 2003. Mr. Schwartz is a graduate of McGill University in Montreal and has a degree in the
field of business administration.
Mr. Schwartz has a significant amount of public-company financial expertise, particularly in his executive
experience as the chief financial officer of Dorel Industries, Inc. This executive experience, along with Mr. Schwartz’s
service as one of our Audit Committee members (and as Chairman of our Audit Committee since 2005), qualifies him to
be a director of Tucows.
Our directors are elected annually and serve until the election or appointment and qualification of their
successors or their earlier death, resignation or removal.
Executive Officers
The required information regarding our executive officers is set forth in Part I hereof under the caption
“Executive Officers of the Registrant” and is incorporated herein by reference.
Governance Principals
The governance principals of our Board of Directors include the charters of our audit committee, our Corporate
Governance and Compensation Committee, our Code of Conduct, and our Code of Ethics. Each of these documents and
various other documents embodying our governance principals are published on our website at tucowsinc.com.
Amendments and waivers of our Code of Ethics will either be posted on our website or filed with the SEC on a Current
Report on Form 8-K.
Mr. Karp and Mr. Ralls, two of our independent directors, serve as Co-Chairmen of the Board. The Board does
not have a lead independent director. Our Board currently consists of nine directors, eight of whom the Board has
determined are “independent” within the meaning of the independence requirements prescribed by the listing standards
of NYSE Amex. In making this determination with respect to Mr. Ralls, the board considered whether his beneficial
ownership of Tucows equity securities constituted a material relationship with the Company that would impair his
independence, and concluded that he was independent. The Board believes that this structure, which provides an
overwhelming majority of independent directors, coupled with the Board meeting in executive session without any
management directors or non-independent directors present, is an appropriate structure for Tucows’ Board. We believe
that this structure provides appropriate and independent oversight by the Board. The Board regularly consults with our
Chief Executive Officer, who is also a director, and our corporate governance, nominating and compensation committee
to review the various types of risk that affect Tucows and the strategies to mitigate such risks. The Board believes that
this structure has been effective.