Tucows 2014 Annual Report Download - page 119

Each of the members of our Audit Committee is an independent director and satisfies the independence
standards as prescribed by the listing standards of the NASDAQ Capital Market and Rule 10A-3 under the Exchange Act
and is able to read and understand fundamental financial statements including balance sheets, income statements and cash
flow statements. Additionally, the Board of Directors has determined that Mr. Schwartz qualifies as an “audit committee
financial expert” as defined under Item 407(d)(5) of Regulation S-K. The Board of Directors has adopted a written charter
for the Audit Committee, which the Audit Committee has reviewed and determined to be in compliance with the rules
prescribed by the listing standards of the NASDAQ Capital Market and which is available at tucowsinc.com.
The corporate governance, nomination and compensation committee currently consists of Mr. Karp (Chair),
Mr. Schwartz, and Mr. Ralls, all of whom are independent directors as defined in the listing standards of the NASDAQ
Capital Market.
The committee held four meetings during Fiscal 2014. The corporate governance, nomination and compensation
committee took action by unanimous written consent twice during the 2014 fiscal year. The corporate governance,
nomination and compensation committee’s purposes are:
• To recommend and review the compensation structure for the Company’s senior executives, including the
Chief Executive Officer;
• To review employee compensation and benefit programs, including risk oversight;
• To develop and recommend to the Board a set of corporate governance guidelines applicable to the Company
and to periodically review the guidelines;
• To oversee the Board’s annual evaluation of its performance and the performance of the other Board
committees;
• To advise the Board regarding membership and operations of the Board; and
• To identify individuals qualified to serve as members of the Board, to select, subject to ratification of the
Board, the director nominees for the next annual meeting of shareholders and to recommend to the Board
individuals to fill vacancies on the Board.
The corporate governance, nominating and compensation committee may delegate authority to one or more
members of the committee or one or more members of management when appropriate, but no such delegation is allowed
if the authority is required by law, regulation or listing standard to be exercised by the corporate governance, nominating
and compensation committee as a whole. Each of the members of our corporate governance, nominating and
compensation committee are independent directors as defined in the listing standards of the NASDAQ Capital Market.
The Board of Directors has adopted a written charter for the corporate governance, nominating and compensation
committee, which the corporate governance, nominating and compensation committee has reviewed and determined to be
in compliance with the rules prescribed by the listing standards of the NASDAQ Capital Market and which is available at
tucows.com.
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.
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