Tucows 2015 Annual Report Download - page 124

Her experience operating companies at the CEO level along with her numerous experiences on these boards and
councils qualify her 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. Mr. Joichi Ito, who served as a director on our Board of Directors since
December 2008, resigned on March 1, 2016. Mr. Ito’s resignation from our Board of Directors is not a result of any
dispute or disagreement with the Company. On March 9, 2016, our Board of Directors decreased the size of our Board of
Directors to six members.
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, Nominating and Compensation Committee, our Code of Conduct, and 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. Each of these documents can be obtained without charge from our Internet web site at
tucows.com. Amendments and waivers of our ethics policy for our senior officers 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 six directors, five of whom the Board has determined
are “independent” within the meaning of the independence requirements prescribed by the listing standards of the
NASDAQ Capital Market. 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.
Meetings
Our Board of Directors met seven times during Fiscal 2015. Our Board of Directors also took action by
unanimous written consent on one occasion during Fiscal 2015. With the exception of Mr. Ito, each director attended at
least 80% of the total number of meetings of the Board of Directors and the committees on which they served during Fiscal
2015.
Executive Sessions of Independent Directors
A majority of the independent directors meet quarterly in executive sessions without members of our management
present. Mr. Karp is responsible for chairing the executive sessions.
Policy regarding attendance
Directors are expected, but are not required, to attend board meetings, meetings of committees on which they
serve, and shareholder meetings, and to spend the time needed and meet as frequently as necessary to discharge their
responsibilities properly. Allen Karp attended our 2015 annual meeting of shareholders in person while the remainder of
the Board of Directors were available by teleconference.
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