Tucows 2014 Annual Report Download - page 121

In order for a shareholder nominee to be considered by the corporate governance, nominating and compensation
committee, the shareholder nomination must be delivered at least 120 days before the date on which we first mailed our
proxy materials for our prior year’s annual meeting of shareholders. Subject to compliance with statutory or regulatory
requirements, our Board of Directors does not expect that candidates recommended by shareholders will be evaluated in a
different manner than other candidates.
Ethics policy for senior officers
Our Board of Directors has adopted an ethics policy for our senior officers, including our Chief Executive
Officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A
copy of the ethics policy for senior officers can be obtained without charge from our Internet web site at tucows.com.
Communications with the Board of Directors
We provide an informal process for shareholders to send communications to our Board of Directors. If you wish
to communicate with our Board of Directors, you may send correspondence to the attention of our Secretary at 96 Mowat
Avenue, Toronto, Ontario M6K 3M1 Canada. The Secretary will submit your correspondence to one of the co-chairman
of the Board of Directors, the chairman of the appropriate committee, or the appropriate individual director, as applicable.
Director compensation
Directors who are employees receive no additional or special compensation for serving as directors. The Board
of Directors determines the total amount of the annual retainer as well as the amounts of any meeting or committee fee
based upon recommendations from the corporate governance, nomination and compensation committee of the board and
input from the chief executive officer.
Equity 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 the
2006 Plan or its predecessor, our 1996 Equity Compensation Plan (the “1996 Plan”). All options granted under the
automatic formula grants are immediately exercisable, have an exercise price equal to the fair market value per common
shares 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 Amended and Restated 2006 Plan as follows:
• on the date each non-employee director becomes a director, he or she is granted options to purchase 4,375
shares of our common stock;
• on the date each 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 each director becomes a member of the corporate governance, nomination and compensation
committee, he or she is granted options to purchase 2,500 shares of our common stock;
• on each date on which we hold our annual meeting of shareholders, each non-employee director in office
immediately before and after the annual election of directors will receive an automatic grant of options to
purchase 3,750 of our common stock;
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