Tucows 2015 Annual Report Download - page 126

The Audit Committee held five meetings during Fiscal 2015. The audit committee also took action by unanimous
written consent on one occasion during Fiscal 2015. The audit committee’s purposes are:
●To assist the Board of Directors in its oversight of (1) our accounting and financial reporting processes and
the audits of our financial statements, and (2) our compliance with legal and regulatory requirements;
●To interact directly with and evaluate the performance of the independent auditors, including to determine
whether to engage or dismiss the independent auditors and to monitor the independent auditors’ qualifications
and independence; and
●To review the report required by the rules of the SEC to be included in our annual Form 10-K.
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 tucows.com.
The Corporate governance, Nominating and Compensation committee currently consists of Mr. Karp (Chair),
Mr. Schwartz, and Mr. Ralls. Each member of our Corporate Governance, Nominating and Compensation Committee is an
independent director as defined in the listing standards of the NASDAQ Capital Market and also satisfies the applicable
compensation committee member independence standards as prescribed by the listing standards of the NASDAQ Capital
Market and Rule 10C-1 under the Exchange Act.
The committee held four meetings during Fiscal 2015. The corporate governance, nominating and compensation
committee took action by unanimous written consent on one occasion during the 2015 fiscal year. The corporate
governance, nominating 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.
Our executive officers do not play a formal role in determining their compensation. However, Carla Goertz, our
Executive Vice President, Human Resources, reviews (i) information the Company purchased from Culpepper
Compensation Survey and Services and (ii) published trends for the year from a variety of public sources, and, after
Page 12
6
of 22
5
tcx20151201_10k.ht
m
9
/
13
/
201
6
https://www.sec.gov/Archives/edgar/data/909494/000143774916027177/tcx20151201_10...