6-K 1 form6-k.htm form6-k.htm
 


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934


For the month of,
June
 
 2012
Commission File Number   
000-29898
   
 
Research In Motion Limited
(Translation of registrant’s name into English)
 
295 Phillip Street, Waterloo, Ontario, Canada N2L 3W8
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40F:

 
Form 20-F   
 
Form 40-F   
X
 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):           

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):           




 
 

 
 
EXPLANATORY NOTE

Research In Motion Limited (the "Registrant") is furnishing this Report on Form 6-K solely to correct a typographical error in Document 3 to the Registrant's Report on Form 6-K, dated June 14, 2012, furnished with the Commission on EDGAR earlier today (the "Initial Report"). With the exception of correcting the typographical error in Document 3, the documents included as part of this Report are identical to those included as part of the Initial Report.

 
 
 

 
 
DOCUMENTS INCLUDED AS PART OF THIS REPORT


Document
   
     
1.
 
Notice of Annual Meeting.
     
2.
 
Management Information Circular for the Annual Meeting.
     
3.
 
Form of Proxy for Annual Meeting.

This Report on Form 6-K is incorporated by reference into the Registration Statements on Form S-8 of the Registrant, which were originally filed with the Securities and Exchange Commission on March 28, 2002 (File No. 333-85294), October 21, 2002 (File No. 333-100684), and on April 28, 2008 (File No. 333-150470).

 
 
 

 

DOCUMENT 1
 
 
 
 

 
 



RESEARCH IN MOTION LIMITED

Notice of Annual Meeting of the Shareholders

NOTICE IS HEREBY GIVEN THAT the Annual Meeting of the shareholders (the “Meeting”) of Research In Motion Limited (the “Company”) will be held on July 10, 2012, at the Maureen Forrester Recital Hall, Wilfrid Laurier University, 75 University Avenue West, Waterloo, Ontario at 10:00 a.m. for the following purposes:
 
1.
TO RECEIVE and consider the consolidated financial statements of the Company for the fiscal year ended March 3, 2012 and the Auditor’s Report thereon;
 
2.
TO ELECT the directors of the Company;
 
3.
TO RE-APPOINT the auditors of the Company and to authorize the Board of Directors to fix the auditors’ remuneration;
 
4.
TO CONSIDER an advisory (non-binding) resolution on executive compensation;
 
5.
TO TRANSACT such further and other business as may properly come before the Meeting or any adjournment or adjournments thereof.

Details of the foregoing transactions are contained in the accompanying management information circular.

A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must complete the enclosed form of proxy and deposit it with the Company’s transfer agent and registrar, Computershare Investor Services Inc., 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1 Attention: Proxy Department, on or before 10:00 a.m. (Eastern Daylight Time) on July 6, 2012 or at least 48 hours, excluding Saturdays and holidays, prior to any adjournment or postponement of the Meeting at which the proxy is to be used.

Shareholders who are unable to attend the Meeting in person are requested to date, complete, sign and return the enclosed form of proxy so that as large a representation as possible may be available for the Meeting.

The management information circular is deemed to form part of this notice.

DATED at Waterloo, Ontario this 24th day of May, 2012.

 
BY ORDER OF THE BOARD
   
   
 
(signed)  Barbara Stymiest, Chair
 
 
 
 

 

DOCUMENT 2
 
 

 
 

 

RESEARCH IN MOTION LIMITED


Management Information Circular

for the

Annual Meeting of Shareholders

Tuesday, July 10, 2012
 



This Management Information Circular is furnished in connection with the solicitation of proxies by management of Research In Motion Limited (the “Company”) for use at the annual meeting of the shareholders of the Company to be held on Tuesday, July 10, 2012 at 10:00 a.m. (the “Meeting”) at Maureen Forrester Recital Hall, Wilfrid Laurier University, 75 University Avenue West, Waterloo, Ontario and at any adjournment thereof for the purposes set forth in the enclosed notice of meeting (“Notice of Meeting”).  A form of proxy or voting instruction form accompanies this Management Information Circular. Unless otherwise indicated, the information in this Management Information Circular is given as at May 22, 2012.
 
QUESTIONS AND ANSWERS ON VOTING RIGHTS AND
SOLICITATION OF PROXIES
 
1.
Who is soliciting my proxy?
 
Proxies are being solicited by management of the Company for use at the Meeting.  Proxies will be solicited primarily by mail but may also be solicited personally, by telephone, electronic mail or by facsimile by employees of the Company at nominal costs.  Management may also retain one or more proxy solicitation firms to solicit proxies on its behalf by telephone, electronic mail or by facsimile.  Management expects that the cost of retaining a proxy solicitation firm or firms would not exceed $50,000.  The costs of solicitation by management will be borne by the Company.
 
The Company may pay the reasonable costs incurred by persons who are the registered but not beneficial owners of common shares of the Company (“Common Shares”) such as brokers, dealers, other registrants under applicable securities laws, nominees and/or custodians, in sending or delivering copies of this Management Information Circular, the Notice of Meeting and form of proxy or voting instruction form to the beneficial owners of such Common Shares. The Company will provide, without cost to such persons, upon request to the Corporate Secretary of the Company, additional copies of these documents required for this purpose.
 
2.
On what items am I voting?
 
You are being asked to vote on three items:
 
 
(1)
the election of directors to the Company’s board of directors (“Board of Directors”);
 
(2)
the re-appointment of auditors and the authorization of the Board of Directors to fix the auditors’ remuneration; and
 
(3)
an advisory vote on the Company’s approach to executive compensation as disclosed in this Management Information Circular.

3.
Who is eligible to vote?
 
Holders of Common Shares registered on the books of the Company at the close of business on May 22, 2012 (the “Record Date”) and their duly appointed representatives are eligible to vote at the Meeting.
 
 
 

 
2

4.
How can I vote?
 
If you are a registered shareholder, you may vote your Common Shares in person at the Meeting or you may sign the enclosed form of proxy appointing the persons named in the proxy or some other person or company you choose, who need not be a shareholder of the Company, to represent you as a proxyholder and vote your Common Shares at the Meeting.
 
If your Common Shares are registered in the name of an intermediary (an “Intermediary”), such as a bank, trust company, securities broker, trustee, custodian, or other nominee who holds your Common Shares on your behalf, or in the name of a clearing agency in which your Intermediary is a participant, please see the answer to the question “How do I vote if my Common Shares are held in the name of an Intermediary?”
 
5.
How do I vote my shares in person at the Meeting?
 
If you are a registered shareholder and plan to attend the Meeting on July 10, 2012 and wish to vote your Common Shares in person, do not complete the enclosed form of proxy as you will be voting your Common Shares in person and your vote will be taken and counted at the Meeting.  Please register with the Company's transfer agent, Computershare Investor Services Inc. (the “Transfer Agent”), upon arrival at the Meeting.
 
6.
What happens if I sign the enclosed form of proxy?
 
Signing the enclosed form of proxy gives authority to Thorsten Heins, President and Chief Executive Officer of the Company, or failing him, Barbara Stymiest, Chair of the Board of Directors of the Company, to vote your Common Shares at the Meeting in accordance with your instructions.  You have the right to appoint a person or company (who need not be a shareholder of the Company), other than the persons designated in the enclosed form of proxy, to represent you at the Meeting.  This right may be exercised by inserting the name of such person or company in the blank space provided in the proxy or by completing another proper form of proxy.
 
7.
What should I do with my completed form of proxy?
 
If you wish to be represented by proxy at the Meeting or any adjournment thereof you must, in all cases, deposit the completed proxy with Computershare Investor Services Inc., 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1 Attention: Proxy Department, on or before 10:00 a.m. (Eastern Daylight Time) on Friday July 6, 2012 or at least 48 hours, excluding Saturdays and holidays, prior to any adjournment or postponement of the Meeting at which the proxy is to be used.  A proxy should be executed by you or your attorney duly authorized in writing or, if the shareholder is a corporation, by an officer or attorney thereof duly authorized.
 
8.
How will my shares be voted if I give my proxy?
 
The Common Shares represented by proxies in favour of persons named therein will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and, if a shareholder specifies a choice with respect to any matter to be acted upon at the Meeting, the Common Shares represented by proxy will be voted accordingly.  If a specification is not made with respect to any matter, the enclosed form of proxy confers discretionary authority and will be voted as follows:
 
 
1)
FOR the election as directors of the individuals listed herein as proposed nominees;
 
2)
FOR the re-appointment of Ernst & Young LLP as independent auditors of the Company and the authorization of the Board of Directors to fix the auditors' remuneration; and
 
3)
FOR the non-binding advisory resolution to accept the Company’s approach to executive compensation as described in this Management Information Circular.

 
 

 
3

9.
If I change my mind, can I revoke my proxy once I have given it?
 
In addition to any other manner permitted by law, you may revoke a proxy before it is exercised by instrument in writing executed in the same manner as a proxy and deposited to either (i) the attention of the Corporate Secretary of the Company at the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used or (ii) with the Chairman of the Meeting (“Chairman”) on the day of the Meeting or any adjournment thereof.
 
10.
What if amendments are made to the matters identified in the Notice of Meeting or other business comes before the Meeting?
 
The enclosed form of proxy confers discretionary authority upon the persons named therein to vote with respect to any amendments or variations to the matters identified in the Notice of Meeting and with respect to any other matters that may properly come before the Meeting in such manner as the persons named therein in their judgment may determine. At the date hereof, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.
 
11.
What constitutes a quorum at the Meeting?
 
The presence of two shareholders or proxyholders entitled to cast votes representing at least 20% of the issued and outstanding Common Shares will constitute a quorum at the Meeting or any adjournment of the Meeting.  The Company’s list of shareholders as of the Record Date has been used to deliver to shareholders the Notice of Meeting and this Management Information Circular as well as to determine who is eligible to vote at the Meeting.
 
12.
How many shares are entitled to vote?
 
The authorized share capital of the Company consists of an unlimited number of Common Shares, Class A Shares and Preferred Shares.  524,159,844 Common Shares are issued and outstanding as of the Record Date, each of which carries the right to one vote on all matters that may come before the Meeting.  No Class A Shares or Preferred Shares are currently issued and outstanding.
 
13.
Who are the principal shareholders of the Company?
 
To the knowledge of the directors and officers of the Company, no person or company beneficially owns, or controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the Company.(1)
 
(1)This information reflects share ownership as of the Record Date and is based on information from Nasdaq Online of The Nasdaq Stock Market, Inc.
 
14.
How do I vote if my Common Shares are held in the name of an Intermediary?
 
The information set forth below is of significant importance to many shareholders of the Company, as a substantial number of shareholders do not hold their Common Shares in their own name, and thus are non-registered shareholders.  Non-registered shareholders should note that only proxies deposited by shareholders whose names appear on the records of the Company as the registered holders of Common Shares can be recognized and acted upon at the Meeting. Common Shares held by an Intermediary can only be voted by the Intermediary (for, withheld or against resolutions) upon the instructions of the non-registered shareholder. Without specific instructions, Intermediaries are prohibited from voting Common Shares.
 
If you are a non-registered shareholder, you should ensure that instructions respecting the voting of your Common Shares are communicated in a timely manner and in accordance with the instructions provided by your Intermediary. Applicable regulatory rules require Intermediaries to seek voting instructions from non-registered shareholders in advance of shareholders’ meetings.  Every Intermediary has its own mailing procedures and provides its own return instructions to clients, which should be
 
 
 

 
4

carefully followed by non-registered shareholders in order to ensure that their Common Shares are voted at the Meeting.
 
A non-registered shareholder who wishes to vote in person may attend at the Meeting as proxyholder for the Intermediary and vote the non-registered shareholders' Common Shares in that capacity.  If you are a non-registered shareholder who wishes to attend the Meeting and vote your Common Shares, you should enter your own name in the blank space on the form of proxy provided to you by your Intermediary and return it to the Intermediary in accordance with the instructions provided by the Intermediary.
 
15.
Is my vote confidential?
 
Under normal conditions, confidentiality of voting is maintained by virtue of the fact that the Transfer Agent tabulates proxies and votes.  However, such confidentiality may be lost as to any proxy or ballot if a question arises as to its validity or revocation or any other like matter.  Loss of confidentiality may also occur if the Board of Directors decides that disclosure is in the interest of the Company or its shareholders.
 
16.
What if I have other questions?
 
If you have a question regarding the Meeting, please contact Computershare Investor Services Inc., as follows:
 
By Mail:    100 University Avenue, 9th Floor, Toronto, ON M5J 2Y1
By Telephone: 1-800-564-6253
By Fax: 1-866-249-7775
By Internet: service@computershare.com


NOTICE TO UNITED STATES SHAREHOLDERS
 
The solicitation of proxies by the Company is not subject to the requirements of Section 14(a) of the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), by virtue of an exemption applicable to proxy solicitations by “foreign private issuers” as defined in Rule 3b-4 under the U.S. Exchange Act.  Accordingly, this Management Information Circular has been prepared in accordance with the applicable disclosure requirements in Canada.  Shareholders in the United States should be aware that such requirements are different than those of the United States applicable to proxy statements under the U.S. Exchange Act.
 
CURRENCY
 
In this Management Information Circular, unless otherwise specified herein, all references to dollar amounts shall be to U.S. dollars. Unless otherwise noted, all Canadian dollar amounts have been converted into U.S. dollars at the following Bank of Canada average rates:
 
Fiscal 2012: U.S. $1.00 = CDN $0.9913
Fiscal 2011: U.S. $1.00 = CDN $1.0207
Fiscal 2010: U.S. $1.00 = CDN $1.1119

Any amounts in Canadian dollars have been highlighted by the inclusion of the prefix “CDN” before a specified dollar amount.
 
 
 

 
5

BUSINESS TO BE TRANSACTED AT THE MEETING

1.
Presentation of Financial Statements

The audited consolidated financial statements of the Company for the fiscal year ended March 3, 2012 (“Fiscal 2012”), and the report of the auditors thereon, will be placed before the Meeting. These audited comparative consolidated financial statements on Form 40-F were mailed to the Company's registered and beneficial shareholders who requested it.  Form 40-F is available on the Company's website at www.rim.com and on the System for Electronic Document Analysis and Retrieval (SEDAR) in Canada at www.sedar.com.

2.
Election of Directors

The Company’s articles of amalgamation provide for the Board of Directors to consist of a minimum of one and a maximum of fifteen directors.  Mr. Antonio Viana-Baptista is not standing for re-election to the Board of Directors and Mr. Timothy Dattels is an additional proposed nominee for election at the Meeting.  As a result, the number of directors to be elected at the Meeting has been fixed by the Board of Directors at ten. All of the proposed nominees, other than Mr. Dattels, are currently directors of the Company and have been directors since the dates indicated below. Each director elected at the Meeting will hold office until the next annual meeting of shareholders or until his or her successor is duly elected or appointed.  During the current fiscal year, the Board of Directors will also endeavour to increase its membership by one or more qualified directors taking into consideration the Board of Director’s then existing composition and experience.
 
Unless the shareholder directs that his or her Common Shares be otherwise voted or withheld from voting in connection with the election of any particular director or directors, the persons named in the enclosed form of proxy will vote FOR the election of each of the ten nominees whose names are set forth below.  Management does not contemplate that any of the following nominees will be unable to serve as a director but if that should occur for any reason prior to the Meeting, the persons named in the enclosed form of proxy will have the right to vote for another nominee in their discretion.
 
The following pages set out the names of the proposed nominees for election as directors together with, as applicable, their independence or non-independence under applicable securities laws and stock exchange rules, municipality of residence, age, year first elected or appointed as a director of the Company, present principal occupation, current membership on standing committees of the Board of Directors, record of attendance at meetings of the Board of Directors and its standing committees, directorships of other publicly-traded companies during the preceding five years and board interlocks.  Also indicated for each person proposed as a director are the number and value on the Record Date of Common Shares beneficially owned, directly or indirectly, or over which control was exercised and the number of Deferred Share Units (“DSUs”) credited to the director under the Deferred Share Unit Plan for Directors (the “DSU Plan”) (1)(2).  The same Common Share and DSU information is provided for the fiscal year ended February 26, 2011 (“Fiscal 2011”) with values determined as of the record date(3) for the 2011 annual meeting.  See the description of the DSU Plan under “Directors’ Compensation” in this Management Information Circular.

 
(1)
The value of Common Shares/DSUs as of the Record Date was calculated using the closing price of the Common Shares on the Nasdaq Stock Market (“NASDAQ”) on the Record Date, which was $11.06 per Common Share.
 
(2)
The following tables reflect Common Share and DSU ownership or control only and do not reflect stock option or restricted share unit (“RSU”) information for certain of the directors.  Directors who are also officers of the Company are not compensated for Board of Director service and do not receive DSUs. RSU information for Mr. Heins under the RSU Plan is reported under “Executive and Director Compensation” in this Management Information Circular, stock option and RSU information for Mr. Lazaridis under the Stock Option Plan and the RSU Plan is reported under “Executive and Director Compensation” in this Management Information Circular, and stock option information for Mr. Richardson is reported under “Directors’ Compensation” in this Management Information Circular.
 
(3)
The value of Common Shares/DSUs as of the record date for the 2011 annual meeting was calculated using the closing price of the Common Shares on the NASDAQ on May 17, 2011, which was $43.78 per Common Share.

 
 

 
6

Timothy Dattels, San Francisco, California, U.S.A.
(Independent Director)
 
Mr. Dattels, 53, is currently not a director of the Company.  He has an M.B.A. from Harvard Business School and a B.A. (Honors) from the University of Western Ontario. Mr. Dattels is a Senior Partner of TPG Capital, LP. Prior to joining TPG, Mr. Dattels served as a Partner and Managing Director of Goldman Sachs and was head of Investment Banking for all Asian countries other than Japan.  In addition to the public Board memberships listed below, Mr. Dattels is a Trustee of the San Francisco Ballet, San Francisco Jazz and the World Affairs Council.
Board/Committee Membership
Attendance
Public Board Membership in Past Five Years & Interlock
Name of Reporting Issuer
Period of Service
Mr. Dattels has not previously served on the Board of Directors.
 
Current Boards
Shangri-La Asia Ltd.
 
Other Boards in Past 5 Years
PRIMEDIA Inc.
Sing Tao News Corp. Ltd.
Parkway Holdings Limited
Bank of Communications Co., Ltd.
Board Interlock
None
 
2004 - Present
2003 – 2006
2003 – 2010
2005 – 2010
2007 - 2008
Areas of Expertise
·    Corporate Finance
·    Investment Management
·    Corporate Strategy
·    International Business
Securities Held
Fiscal
Year
 
Common Shares (#)
DSUs (#)
Total Common Shares/DSUs (#)
Total value of Common
Shares/DSUs ($)
2012
-
-
-
-
2011 Annual Meeting Voting Results
Year
Votes For
% of Votes For
Votes Withheld
% of Votes Withheld
2011
N/A
N/A
N/A
N/A
 
 
 

 
7


Thorsten Heins, Waterloo, Ontario, Canada
(Non-Independent Director)
Mr. Heins, 54, has served as a director of the Company since January 2012 and is the President and Chief Executive Officer of the Company. He previously served as Chief Operating Officer, Product Engineering, overseeing the BlackBerry smartphone portfolio world-wide. Prior to joining the Company in 2007, Mr. Heins held several positions in the wireless industry including Chief Technology Officer of Siemens’ Communications Division and several general management positions in Siemens’ hardware and software businesses. Mr. Heins holds a Masters Degree in Science and Physics from the University of Hannover in Germany. He also serves as a member of the Board of Directors for the Canadian German Chamber of Industry and Commerce Inc.
Board/Committee Membership
Attendance
Public Board Membership in Past Five Years & Interlock
Name of Reporting Issuer
Period of Service
Board1
1/1 
100% 
Current Boards
None
Other Boards in Past 5 Years
None
Board Interlock
None
 
     
Areas of Expertise
·    Advanced Technology
·    Industry and Research Experience
·    Executive Leadership
·    Strategic Leadership
Securities Held
Fiscal
Year
 
Common Shares (#)
DSUs (#)
Total Common Shares/DSUs (#)
Total value of Common
Shares/DSUs ($)
2012
1,961
N/A
1,961
$21,689
2011 Annual Meeting Voting Results
Year
Votes For
% of Votes For
Votes Withheld
% of Votes Withheld
2011
N/A
N/A
N/A
N/A

1.
Mr. Heins’ attendance reflects his appointment to the Board of Directors in January 2012 after which there was only one meeting of the Board of Directors.

 
 

 
8
 
David Kerr, Toronto, Ontario, Canada
(Independent Director)
Mr. Kerr, 68, has served as a director of the Company since July 2007. Mr. Kerr has a B.Sc. from McGill University and is a Chartered Accountant.  He is Managing Partner of Edper Financial Corporation, an investment holding company.  From July 2002 to August 2006, Mr. Kerr was Chairman of Falconbridge Limited (formerly Noranda Inc.) and prior to that he was President and Chief Executive Officer of Falconbridge Limited. In addition to the public board memberships indicated below, Mr. Kerr is a director of the Special Olympics Canada Foundation and is a member of the advisory board of the Schulich School of Business, York University. 
Board/Committee Membership
Attendance
Public Board Membership in Past Five Years & Interlock
Name of Reporting Issuer
Period of Service
Board
15/16 
94% 
Current Boards
Brookfield Asset Management Inc.
Sun Life Financial Inc.
Halmont Properties Corporation
Other Boards in Past 5 Years
CanWest Global Communications Corp.
Shell Canada Limited
Board Interlock
Sun Life Financial Inc. with Barbara Stymiest
1987 - Present
2004 - Present
2009 - Present
2007 - 2010
2003 - 2007
Audit and Risk Management Committee
6/7 
86% 
Compensation, Nomination & Governance Committee
4/5 
80% 
Strategic Planning Committee1
1/1 
100% 
Overall attendance
26/29 
90% 
Areas of Expertise
·    Accounting and Corporate Finance
·    Corporate Governance
·    Executive Compensation and Succession
·    Public Company Board Experience
·    Investment Management
·    Executive Leadership
·    Strategic Management
Securities Held
Fiscal
Year
 
Common Shares (#)
DSUs (#)
Total Common Shares/DSUs (#)
Total value of Common
Shares/DSUs ($)
2012
15,000
11,465
26,465
$292,703
2011
15,000
6,696
21,696
$949,851
2011 Annual Meeting Voting Results
Year
Votes For
% of Votes For
Votes Withheld
% of Votes Withheld
2011
315,883,456
93.76
21,025,385
6.24
 
1.
In September 2011, the Board of Directors made the Strategic Planning Committee a committee of the whole Board of Directors.  Only one meeting of the committee occurred thereafter. Prior to September 2011, all members of the Board of Directors typically attended the Strategic Planning Committee meetings and Mr. Kerr attended 3 of 4 such meetings.

 
 

 
9
 
Claudia Kotchka, Cincinnati, Ohio, U.S.A.
(Independent Director)
Ms. Kotchka, 60, has served as a director of the Company since July 2011.  She has a B.B.A., Cum Laude, from Ohio University and is a Certified Public Accountant.  Ms. Kotchka is an independent consultant to Fortune 500 companies on innovation, strategy and design.  She is also a speaker at conferences and forums on design and innovation and has been a guest lecturer at business schools and universities including Stanford University, Syracuse University, the University of Miami, and Wake Forest University.  Prior to her retirement from Proctor & Gamble, Inc. in 2009, she held various executive roles of increasing responsibility during her 31 year career at Procter & Gamble, including Vice President, Design Innovation & Strategy from 2001 to 2009; Vice President, eBusiness Ventures in 2000; Vice President, Marketing, Global Feminine Care from 1999 to 2000; and Vice President, Design & Marketing Knowledge, P&G Worldwide from 1997 to 1999.  Ms. Kotchka is a Member of the Board of Trustees of the Smithsonian Design Museum and an Advisor with Stanford University Institute of Design.  She has also served on a number of charitable organizations including as a member of the United Way Women’s Leadership Council, as well as a member of the Board of Directors of the Audubon Society and Reading for Life.
 
Board/Committee Membership
Attendance
Public Board Membership in Past Five Years & Interlock
Name of Reporting Issuer
Period of Service
Board
6/8 
75% 
Current Boards
None
Other Boards in Past 5 Years
None
Board Interlock
None
 
Audit and Risk Management Committee
2/2 
100% 
Strategic Planning Committee1
1/1 
100% 
Overall Attendance
9/11 
82% 
Areas of Expertise
·    Brand Marketing and Communications
·    Design, Innovation and Strategy
·    Executive Leadership
·    Strategic Management
Securities Held
Fiscal
Year
 
Common Shares (#)
DSUs (#)
Total Common Shares/DSUs (#)
Total value of Common
Shares/DSUs ($)
2012
-
11,508
 11,508
$127,278
2011
N/A
N/A
N/A
N/A
2011 Annual Meeting Voting Results
Year
Votes For
% of Votes For
Votes Withheld
% of Votes Withheld
2011
316,917,113
94.07
19,991,728
5.93

1.
In September 2011, the Board of Directors made the Strategic Planning Committee a committee of the whole Board of Directors.  Only one meeting of the committee occurred thereafter.  Prior to September 2011, all members of the Board of Directors typically attended the Strategic Planning Committee meetings and Ms. Kotchka attended all such meetings held after her election to the Board of Directors in July 2011.

 
 

 
10

Mike Lazaridis, Waterloo, Ontario, Canada
(Non-Independent Director)
Mr. Lazaridis, 51, has served as a director of the Company since 1984 and is the co-founder and Vice Chair of the Company. He served as President and Co-Chief Executive Officer and Co-Chairman of the Board of Directors of the Company until January 2012.  He holds an honorary Doctor of Engineering degree from the University of Waterloo.  In May 2009, Mr. Lazaridis was inducted into the Order of the Business Hall of Fame in recognition of his business excellence, outstanding business achievements and enduring contributions to Canadian society.  In recognition of his leadership and innovation, he was named by The Globe and Mail as Canada’s Nation Builder of the Year for 2002.  He is also an Officer of the Order of Canada.   Mr. Lazaridis has more than 50 patents issued and has received dozens of industry and community awards for his innovations in wireless radio technology/software.  He has founded two research institutions of international significance: the Perimeter Institute for Theoretical Physics, an independent theoretical physics research institute and the Institute for Quantum Computing, a research center focused on fundamental aspects of quantum mechanics and their applications to information processing which was established within the University of Waterloo.
Board/Committee Membership
Attendance
Public Board Membership in Past Five Years & Interlock
Name of Reporting Issuer
Period of Service
Board
16/16 
100% 
Current Boards
None
Other Boards in Past 5 Years
None
Board Interlock
None
 
Strategic Planning Committee
4/4 
100% 
Overall Attendance
20/20 
100% 
Areas of Expertise
·    Advanced Technology
·    Industry and Research Experience
·    Executive Leadership
·    Strategic Management
Securities Held
Fiscal
Year
Common Shares (#)(1)
DSUs (#)
Total Common Shares/DSUs (#)
Total value of Common
Shares/DSUs ($)
2012
29,672,616
1,838
29,674,454
$328,199,461
2011
26,488,706
N/A
26,488,706
$1,159,675,549
2011 Annual Meeting Voting Results
Year
Votes For
% of Votes For
Votes Withheld
% of Votes Withheld
2011
307,169,277
91.17
29,739,564
8.83

1.   Mr. Lazaridis entered into certain automatic securities disposition plans on September 28, 2010 (the “Lazaridis ASDPs”), which generally provided for weekly dispositions, subject to certain volume and other limits, in accordance with Rule 10b5-1 under the U.S. Exchange Act, applicable Canadian securities legislation and the Company’s Insider Trading Policy.  The Lazaridis ASDPs provided for the disposition of 1,050,000 Common Shares issuable upon the exercise of stock options granted to Mr. Lazaridis, including 600,000 shares underlying stock options that would have expired in January 2011.  Mr. Lazaridis voluntarily terminated the Lazaridis ASDPs, effective January 30, 2012, following his resignation as Co-CEO.  At the effective date of termination, 851,535 Common Shares had been donated by Mr. Lazaridis to a registered charitable foundation established by Mr. Lazaridis, and 1,703,071 Common Shares had been sold, under the Lazaridis ASDPs.
 
 
 

 
11
 
Roger Martin, Toronto, Ontario, Canada
(Independent Director)
Mr. Martin, 55, has served as a director of the Company since July 2007.  Mr. Martin has an AB from Harvard College, with a concentration in Economics, and a MBA from the Harvard School of Business.  He is Dean and Professor of Strategy at the Joseph L. Rotman School of Management at the University of Toronto. Mr. Martin was formerly a director of Monitor Company, a Cambridge, Massachusetts-based consulting firm.  In addition to the public board memberships indicated below, Mr. Martin also serves as the Chair of the Ontario Task Force on Competitiveness, Productivity and Economic Progress, a director on the board of the Skoll Foundation, a Vice-Chair of Tennis Canada, a trustee of The Hospital for Sick Children, and a  director of AIC Institute for Corporate Citizenship.
Board/Committee Membership
Attendance
Public Board Membership in Past Five Years & Interlock
Name of Reporting Issuer
Period of Service
Board
14/16 
88% 
Current Boards
Thomson Reuters Corporation
Other Boards in Past 5 Years
None
Board Interlock
None
1999 - Present
Strategic Planning Committee
4/4 
100% 
Overall attendance
18/20 
90% 
Areas of Expertise
·    Corporate Strategy
·    Corporate Finance
·    Marketing
·    International Business
Securities Held
Fiscal
Year
 
Common Shares (#)
DSUs (#)
Total Common Shares/DSUs (#)
Total value of Common
Shares/DSUs ($)
2012
-
18,355
18,355
$203,006
2011
-
8,330
8,330
$365,081
2011 Annual Meeting Voting Results
Year
Votes For
% of Votes For
Votes Withheld
% of Votes Withheld
2011
316,909,226
94.06
19,999,615
5.94

 
 

 
12
 
John E. Richardson, Toronto, Ontario, Canada
(Independent Director)
Mr. Richardson, 79, has served as a director of the Company since 2003 and served as the Lead Director of the Company from March 2007 to January 2012. He has a Bachelor of Commerce degree from the University of Toronto, an MBA from Harvard Business School and an FCA from the Institute of Chartered Accountants of Ontario. Mr. Richardson is currently a corporate director. He was appointed Chairman of the Ontario Pension Board in July 2004 and retired from that position at the end of his three year term in June 2007. Mr. Richardson was previously a Senior Partner of Clarkson Gordon & Co, Executive Vice President, Lonvest Corporation (now London Insurance Group Inc.), President of Great Lakes Power, Deputy Chairman of London Insurance Groups Inc., Chairman, President and Chief Executive Officer of Wellington Insurance, and Chairman of London Guarantee Insurance Company. He was a past board member with The Insurance Bureau of Canada and the Facility Association.  In addition to the public board memberships indicated below, Mr. Richardson is currently the Chairman of Boiler Inspection and Insurance Co.
Board/Committee Membership
Attendance
Public Board Membership in Past Five Years & Interlock
Name of Reporting Issuer
Period of Service
Board
16/16 
100% 
Current Boards
Armtec Infrastructure Income Fund
Other Boards in Past 5 Years
Resolve Business Outsourcing Income Fund
Board Interlock
None
2004 - Present
2006 - 2009
Audit and Risk Management Committee
7/7 
100% 
Compensation, Nomination & Governance Committee
5/5 
100% 
Strategic Planning Committee1
1/1 
100% 
Overall attendance
29/29 
100% 
Areas of Expertise
·    Accounting and Corporate Finance
·    Corporate Governance
·    Investment Management
·    Outside Board Experience
·    Executive Leadership
Securities Held
Fiscal
Year
 
Common Shares (#)
DSUs (#)
Total Common Shares/DSUs (#)
Total value of Common
Shares/DSUs ($)
2012
44,500
20,089
64,589
$714,354
2011
44,500
9,009
53,509
$2,342,624
2011 Annual Meeting Voting Results
Year
Votes For
% of Votes For
Votes Withheld
% of Votes Withheld
2011
301,449,038
89.47
35,459,804
10.53

1.
In September 2011, the Board of Directors made the Strategic Planning Committee a committee of the whole Board of Directors.  Only one meeting of the committee occurred thereafter. Prior to September 2011, all members of the Board of Directors typically attended the Strategic Planning Committee meetings and Mr. Richardson attended all such meetings.

 
 

 
13

Barbara Stymiest, Toronto, Ontario, Canada
(Independent Director)
Ms. Stymiest, 55, has served as a director of the Company since March 2007 and has been the Chair of the Company since January 2012.  She has an HBA from the Richard Ivey School of Business, University of Western Ontario and a FCA from the Institute of Chartered Accountants of Ontario. Ms. Stymiest is currently a corporate director. From 2004 to 2011, Ms. Stymiest held various senior management positions at the Royal Bank of Canada and served as a member of the Group Executive responsible for the overall strategic direction of the Royal Bank of Canada.  Prior to that, she held positions as Chief Executive Officer at TSX Group Inc., Executive Vice-President & Chief Financial Officer at BMO Nesbitt Burns and Partner of Ernst & Young LLP.  Ms. Stymiest is currently a Director of George Weston Limited, Sun Life Financial Inc., University Health Network, the Canadian Institute for Advanced Research and the Royal Ontario Museum.  She has also served on a number of professional and charitable organizations including the Canadian Institute for Chartered Accountants’ Accounting Oversight Committee, United Way Campaign Cabinet and Hincks-Dellcrest Children’s Centre.
Board/Committee Membership
Attendance
Public Board Membership in Past Five Years & Interlock
Name of Reporting Issuer
Period of Service
Board
15/16  
94% 
Current Boards
George Weston Limited
Sun Life Financial Inc.
Other Boards in Past 5 Years
None
Board Interlock
Sun Life Financial Inc. with David Kerr
 
 
2011 - Present
2012 - Present
Audit and Risk Management Committee
7/7 
100% 
Strategic Planning Committee1
0/1 
0% 
Overall attendance
22/24 
92% 
Areas of Expertise
·    Accounting and Corporate Finance
·    Corporate Governance
·    Risk Management
·    Executive Leadership
·    Strategic Management
Securities Held
Fiscal
Year
 
Common Shares (#)
DSUs (#)
Total Common Shares/DSUs (#)
Total value of Common
Shares/DSUs ($)
2012
10,000
20,554
30,554
$337,927
2011
10,000
9,684
19,684
$861,766
2011 Annual Meeting Voting Results
Year
Votes For
% of Votes For
Votes Withheld
% of Votes Withheld
2011
316,770,956
94.02
20,137,886
5.98

1.
In September 2011, the Board of Directors made the Strategic Planning Committee a committee of the whole Board of Directors.  Only one meeting of the committee occurred thereafter.  Prior to September 2011, all members of the Board of Directors typically attended the Strategic Planning Committee meetings and Ms. Stymiest attended 3 of 4 such meetings.
 
 
 

 
14


Prem Watsa, Toronto, Ontario, Canada
(Independent Director)
Mr. Watsa, 62, has served as a director of the Company since January 2012.  He has a Bachelors Degree in Chemical Engineering from the Indian Institute of Technology in Madras, India and obtained his MBA from the Richard Ivey School of Business at the University of Western Ontario. He is also a Chartered Financial Analyst. Mr. Watsa is currently Chairman and Chief Executive Officer of Fairfax Financial Holdings Limited. He is also Vice President of Hamblin Watsa Investment Counsel, Chairman of Odyssey Re and Chairman of the Board, Northbridge Financial Corporation. Prior to joining Fairfax Financial Holdings Limited, he held various positions with Confederation Life Insurance Company and GW Asset Management.  In addition to the public board indicated below, Mr. Watsa is a member of the Board of Trustees of the Hospital for Sick Children, member of the Advisory Board for the Richard Ivey School of Business, member of the Board of Directors of the Royal Ontario Museum Foundation and Chairman of the Investment Committee of St. Paul’s Anglican church in Toronto.
Board/Committee Membership
Attendance
Public Board Membership in Past Five Years & Interlock
Name of Reporting Issuer
Period of Service
Board1
1/1 
  100% 
Current Boards
Fairfax Financial Holdings Limited
Other Boards in Past 5 Years
None
Board Interlock
None
 
1985 - Present
Overall attendance
1/1 
100% 
Areas of Expertise
·    Corporate Finance
·    Investment Management
·    Executive Leadership
Securities Held2
Fiscal
Year
 
Common Shares (#)
DSUs (#)
Total Common Shares/DSUs (#)
Total value of Common
Shares/DSUs ($)
2012
-
12,868
12,868
$142,320
2011 Annual Meeting Voting Results
Year
Votes For
% of Votes For
Votes Withheld
% of Votes Withheld
2011
N/A
N/A
N/A
N/A

1.
Mr. Watsa’s attendance reflects his appointment to the Board of Directors in January 2012 after which there was only one meeting of the Board of Directors.
2.
In addition, as of Record Date, Fairfax Financial Holdings Limited (“Fairfax”) and certain of its wholly-owned or controlled subsidiaries beneficially owned approximately 26.8 million common shares of the Company representing approximately 5% of the issued and outstanding common shares of the Company. Prem Watsa is the Chairman and Chief Executive Officer of Fairfax and beneficially owns shares carrying approximately 45% of the votes attached to all outstanding shares of Fairfax.

 
 

 
15

John Wetmore, Toronto, Ontario, Canada
(Independent Director)
Mr. Wetmore, 62, has served as a director of the Company since March 2007.  He has a Bachelor of Mathematics from the University of Waterloo and graduated from the Advanced Executive Program at the Kellogg School, Northwestern University. Mr. Wetmore is currently a corporate director. He is the former President and Chief Executive Officer and also the former Chief Financial Officer of IBM Canada.  He also held various finance positions at IBM Americas.  In addition to the public boards indicated below, Mr. Wetmore has previously served as a director of the Sunnybrook Hospital Foundation, a member of the University of Waterloo Board of Governors and a member of the United Way of Greater Toronto Campaign Cabinet.
Board/Committee Membership
Attendance
Public Board Membership in Past Five Years & Interlock
Name of Reporting Issuer
Period of Service
Board
16/16 
100% 
Current Boards
Loblaw Companies Limited
Other Boards in Past 5 Years
Resolve Business Outsourcing Income Fund
Board Interlock
None
2006 - Present
2006-2009
Compensation, Nomination & Governance Committee
5/5 
100% 
Strategic Planning Committee
4/4 
100% 
Overall attendance
25/25 
100% 
Areas of Expertise
·    Information Technology and Telecom Industry
·    Executive Compensation and Succession
·    Corporate Governance
·    Outside Board Experience
·    Executive Leadership
·    Strategic Management
·    Finance and Planning
·    Sales and Marketing
Securities Held
Fiscal
Year
 
Common Shares (#)
DSUs (#)
Total Common Shares/DSUs (#)
Total value of Common
Shares/DSUs ($)
2012
7,200
13,939
21,139
$233,797
2011
7,200
6,880
14,080
$616,422
2011 Annual Meeting Voting Results
Year
Votes For
% of Votes For
Votes Withheld
% of Votes Withheld
2011
315,954,142
93.78
20,954,699
6.22

Director Attendance, Committee Membership & Fiscal 2012 Meetings

Board members are expected, to the best of their abilities, to attend all Board of Directors meetings and meetings of committees on which they serve.  In particular, Board members are expected to attend at least 80% or more of the total meetings of the Board of Directors and their respective standing committees unless the member has valid reason for the absences such as illness, emergency and company business. Meeting attendance of each nominee proposed for election is reported above. All members of the Board of Directors attended 80% or more of the total meetings of the Board of Directors and their respective committees.  The chart below shows the membership of the Board of Directors and standing committees and the number of meetings held by each during Fiscal 2012. In addition, to maintain independence from management, the Board of Directors and its committees meet without management at each regularly scheduled meeting and at any other times as they determine is necessary.

 
 

 
16

Director
Board
Audit & Risk Management
Compensation, Nomination & Governance
Strategic Planning
Innovation 1
Total Number of Fiscal 2012 Meetings
Thorsten Heins
   
 
David Kerr
√ (Chair)
   
Claudia Kotchka
 
 
Mike Lazaridis
   
√ (Chair)
 
Roger Martin
   
√ (Chair)
 
John Richardson
   
Barbara Stymiest
√ (Chair)
 
Prem Watsa
   
   
John Wetmore
 
√ (Chair)
   
Number of Fiscal 2012 Meetings
16
7
5
4
0
32

1.
The Innovation Committee was constituted in January 2012, but did not convene its first meeting until the Board of Directors held its regularly scheduled quarterly meeting in March 2012.  Accordingly, no committee meeting occurred in Fiscal 2012.


Penalties and Sanctions

As a result of the Company failing to file its second quarter financial statements for fiscal 2007 by the statutory filing deadline, each of the Company’s senior officers, directors, proposed nominees for directors (other than Messrs. Dattels, Heins, Kerr, Martin, Watsa and Ms. Kotchka who were not directors at the time) and certain other insiders of the Company were subject to a management cease trade order (the “MCTO”) issued by the Ontario Securities Commission (the “OSC”) which was in effect from November 7, 2006 until May 23, 2007.  The MCTO prohibited trading in the Company's securities by its senior officers, directors and certain insiders during the time that the MCTO was in effect.  The MCTO was revoked after the required securities filings were made by the Company with the OSC.

On February 5, 2009, a panel of Commissioners of the OSC approved a settlement agreement with the Company, Mike Lazaridis, James Balsillie (who ceased to be a director of the Company in January 2012), and certain other former directors and officers of the Company, relating to the previously disclosed OSC investigation of the Company’s historical stock option granting practices.  Mr. Lazaridis, Mr. Balsillie and one former officer of the Company agreed to contribute, in the aggregate, a total of approximately CDN $83.1 million to the Company, consisting of (i) a total of CDN $38.3 million to the Company in respect of the outstanding benefit arising from incorrectly priced stock options granted to all employees of the Company from 1996 to 2006, and (ii) a total of CDN $44.8 million to the Company (CDN $15.0 million of which had previously been paid) to defray costs incurred by the Company in the investigation and remediation of stock option granting practices and related governance practices at the Company.  These contributions were made through Mr. Lazaridis, Mr. Balsillie and one former officer undertaking not to exercise vested stock options to acquire an aggregate of 1,160,129 Common Shares of the Company.  As all of the relevant stock options have expired, these undertakings have been satisfied. Mr. Lazaridis and Mr. Balsillie also paid CDN $1.65 million and CDN$5.7 million, respectively, to the OSC as an administrative penalty and towards the costs of the OSC’s investigation.  As part of the OSC settlement relating to current directors of the Company, Mr. Lazaridis and Mr. Balsillie were reprimanded by the OSC and Mr. Lazaridis agreed to complete a course acceptable to staff of the OSC regarding the duties of directors and officers of public companies by February 5, 2010.  Mr. Lazaridis has completed courses acceptable to the staff of the OSC.

On February 17, 2009, the Company, Mr. Lazaridis, Mr. Balsillie and two other former officers of the Company entered into settlements with the SEC that resolved the previously disclosed SEC investigation of the Company’s historical stock option granting practices.  Mr. Lazaridis and Mr. Balsillie, consented, without admitting or denying allegations in the complaint filed by the SEC, to the entry of an order enjoining them from violations of certain provisions of the U.S. federal securities laws, including the non-scienter based antifraud provisions. The order also

 
 

 
17

provided that Mr. Lazaridis and Mr. Balsillie, were liable for disgorgement of profits gained as a result of conduct alleged in the complaint together with prejudgment interest, although it also provided that those amounts were deemed paid in full because Mr. Lazaridis and Mr. Balsillie had already voluntarily paid those amounts to the Company as part of a series of recommendations of a Special Committee of the Company’s Board of Directors following the voluntary internal review by the Company of its historical stock option granting practices.  Mr. Balsillie, Mr. Lazaridis and two former officers of the Company also agreed to monetary penalties in the aggregate of $1.425 million.

Mr. Kerr became a director of Canwest Global Communications Corp. (“Canwest Global”) in 2007. In October 2009, Canwest Global filed for protection under the Companies’ Creditors Arrangement Act (Canada) (“CCAA”) and filed for recognition and ancillary relief under Chapter 15 of the United States Bankruptcy Code.  On July 19, 2010, creditors of Canwest Global approved a purchase and sale transaction (the “Transaction”) between Canwest Global, Canwest Media Inc. (“CMI”) and certain of CMI’s subsidiaries (collectively, the “CMI Entities”) and Shaw Communications Inc. to allow Canwest Global to emerge from CCAA protection. The Transaction was sanctioned by the Ontario Superior Court of Justice (Commercial List) on July 28, 2010. On October 27, 2010, the Transaction was completed.  Accordingly, Canwest Global has disposed of all of its operating assets and ceased to carry on business.  In addition, Canwest Global’s subordinate voting shares and non-voting shares have been delisted from the TSX Venture Exchange, Canwest Global has changed its name to 2737469 Canada Inc., and the directors and officers of the CMI Entities have resigned from their positions. Subsequent to October 27, 2010, the stay period with respect to Canwest Television GP Inc. (now Shaw Television GP Inc.), Canwest Television Limited Partnership (now Shaw Television Limited Partnership), Canwest Global Broadcasting Inc./Radiodiffusion Canwest Global Inc. (now Shaw Global Broadcasting Inc.), Fox Sports World Canada Holdco Inc., and Fox Sports World Canada Partnership (the “CTLP Plan Entities”) was terminated. By Orders dated November 2, 2010, May 3, 2011, September 29, 2011, and December 9, 2011, the stay period with respect to the remaining CMI Entities was extended until March 31, 2012. On October 25, 2011, CMI made an assignment into bankruptcy and FTI Consulting Canada Inc. (“FTI”) was appointed as trustee in bankruptcy. Further background information regarding the CMI Entities and the CCAA proceedings is provided in, among other things, various reports of FTI, copies of which have been posted on FTI's website for the CCAA proceedings at http://cfcanada.fticonsulting.com/cmi. Mr. Kerr ceased to be a director of Canwest Global in 2010.

3.
Re-appointment of Independent Auditors and Authorization of Directors to fix the Auditors’ Remuneration

At the Meeting, shareholders will be requested to vote on the re-appointment of Ernst & Young LLP (“E&Y”) as independent auditors of the Company to hold office until the next annual meeting of shareholders or until a successor is appointed, and to authorize the Board of Directors to fix the auditors’ remuneration.  E&Y has been auditors of the Company since the beginning of the fiscal year ended February 28, 1997.

For the fiscal years ended March 3, 2012 and February 26, 2011, the Company incurred the following fees for the services of E&Y:

 
Fiscal 2012
Fiscal 2011
Audit Fees
$3,331,000
$2,811,000
Audit Related Fees
$195,000
$65,000
Tax Fees
$0
$6,700
Total Fees
$3,526,000
$2,882,700

The nature of each category of fees is described below.

Audit Fees

Audit fees were paid for professional services rendered by E&Y for the audit of the Company’s annual financial

 
 

 
18

statements or services that are normally provided by E&Y in connection with statutory and regulatory filings or engagements.

Audit Related Fees

Audit related fees were paid for assurance and related services rendered by E&Y that are reasonably related to the performance of the audit review of the Company’s financial statements and are not reported above as audit fees.   Audit related services provided included accounting research and internal control review procedures.

Tax Fees

Tax fees were paid for professional services rendered by E&Y for tax compliance, tax advice, tax planning and other services.  Tax services provided included international tax compliance engagements.

The Board of Directors recommends a vote “FOR” the re-appointment of E&Y as independent auditors of the Company for the fiscal year ending March 2, 2013 and authorizing the Board of Directors to fix the auditors’ remuneration.

Unless the shareholder directs that his or her Common Shares are to be withheld from voting in connection with the appointment of auditors, the persons named in the enclosed form of proxy will vote FOR the re­appointment of Ernst & Young LLP as auditors of the Company until the next annual meeting of shareholders and to authorize the Board of Directors to fix the auditors’ remuneration.

4.
Advisory Vote on Executive Compensation

In March 2012, the Board of Directors approved a Say on Pay Policy (“Policy”), a copy of which is set out in Schedule “A”. The Policy is consistent with the model Say on Pay Policy of the Canadian Coalition for Good Governance and establishes a framework for the Company to conduct an annual non-binding advisory vote on executive compensation by common shareholders, beginning at this Meeting. The form of resolution is as follows:

Resolved, on an advisory basis and not to diminish the role and responsibilities of the board of directors, that the shareholders accept the approach to executive compensation disclosed in the Company’s information circular delivered in advance of the 2012 annual meeting of shareholders.

Consistent with the Policy, this is an advisory vote only and is not binding on the Board of Directors which remains responsible for its compensation decisions and is not relieved of these responsibilities irrespective of the results of the vote. However, the Board will take the results of the vote into account, as appropriate, when considering future compensation policies, procedures and decisions and in determining whether there is a need to significantly increase their engagement with shareholders on compensation and related matters. The Company will also disclose the results of this vote as part of its report on voting results for the Meeting. The details of how a negative advisory vote will be addressed are set out in the Policy in Schedule “A”.

The Board of Directors recommends that shareholders vote FOR the resolution relating to the Company’s approach to executive compensation. Unless the shareholder directs that his or her Common Shares are to be voted against this resolution, the persons named in the enclosed form of proxy will vote FOR the resolution to accept the Company’s approach to executive compensation disclosed in this Management Information Circular.
 
 
 

 
19

EXECUTIVE AND DIRECTOR COMPENSATION

1.  Compensation Discussion & Analysis

Introduction

This Compensation Discussion and Analysis ("CD&A") describes and explains the Company’s executive compensation strategy and philosophy and how compensation decisions were made by the Compensation, Nomination and Governance Committee of the Board of Directors (“CNG Committee”) during the annual executive compensation review for Fiscal 2012.  This CD&A also provides details on decisions made with respect to the compensation paid, and to be paid, to the Company's former Co-Chief Executive Officers (Messrs. Balsillie and Lazaridis), its current Chief Executive Officer (Mr. Heins), its Chief Financial Officer (Mr. Bidulka) and the three other most highly compensated executive officers  (“Named Executive Officers” or “NEOs”).  This CD&A also explains the elements that are part of each NEO's compensation and compares the trend in NEO compensation to the Company’s performance.

This CD&A is comprised of the following sections:

Section
Title
Purpose
Page
A
CNG Committee & Independent Advisors
Describes the experience, independence and role of the CNG Committee in reviewing, approving and making compensation decisions as well as the role and compensation of its independent compensation advisors.
19
B
Executive Compensation Strategy & Philosophy
Describes the Company’s overall executive compensation strategy and philosophy.
23
C
Executive Compensation Decision-Making
Describes the Company’s executive compensation decision making process and the comparator group considered to assess the competitiveness of the Company’s executive compensation and to support executive compensation decision making.
24
D
Compensation Elements for the NEOs
Describes how compensation design decisions are made and the elements of executive compensation including, why the Company chooses to pay each element and how each element fits into the overall compensation strategy and philosophy.
26
E
Compensation Practices Risk & Hedging
Describes how the Company’s compensation practices take risk into account.
33
F
Company Performance vs. Comparator Group & Indices
Compares the Company’s one and three year operational performance relative to its comparator group and describes the cumulative total shareholder return in the Company compared to the TSX/NASDAQ indices.
34
G
Summary Compensation Table & Disclosures
Describes the actual compensation awarded to each of the NEOs.
38

A.
CNG Committee & Independent Advisors

The Board of Directors, with the support of the CNG Committee, is responsible for the Company’s executive compensation.  At the time of making NEO compensation decisions for Fiscal 2012, the CNG Committee consisted of John Wetmore (Chair), John Richardson and David Kerr.  In September 2011, Mr. Antonio Viana-Baptista, who is not standing for re-election to the Board of Directors, was appointed to the CNG Committee.  In

 
 

 
20

January 2012, Ms. Stymiest was appointed to the CNG Committee in connection with her appointment as the Chair of the Board of Directors.  None of the members of the CNG Committee has ever been an officer or employee of the Company or any of its subsidiaries or indebted to the Company.  No executive officer of the Company has served on the board of directors or the compensation committee of any other entity that has had any executive officers of such entity serve as a member the Company’s Board of Directors or the CNG Committee.  All members of the CNG Committee are independent directors within the meaning of the rules of NASDAQ and applicable Canadian securities laws.

The Board believes that the members of the CNG Committee are qualified to fulfill the duties of the Committee due to their experience and direct involvement in executive compensation decision making as outlined in the below chart which references all members of the CNG Committee other than Mr. Viana-Baptista who is not standing for re-election.  The members of the CNG Committee have an understanding of executive compensation decision making, including the underlying policies and principles, as a result of their experience as senior executives at significant Canadian companies/firms which include ultimate responsibility for human resources and compensation.  This understanding has also been garnered via their service on the CNG Committee of the Company and the compensation/pension committees at other public companies.  Messrs. Wetmore, Richardson and Kerr, as well as Ms. Stymiest, also have extensive experience serving on the Company’s Audit and Risk Management Committee or the audit committees of other public companies, which experience is relevant to the CNG Committee’s risk management responsibilities in respect of the Company’s compensation policies and practices.  In addition, at least one member of the CNG Committee is also a member of the other committees of the Board of Directors.  This cross-committee membership also provides an opportunity for better alignment of committee work.

Member
Experience & Skills
John Wetmore (Chair)
·      Chair of the CNG Committee since April 2007
·      Former President and Chief Executive Officer of IBM Canada for approximately five years
·      Current Member of Pension and Audit Committee of the Board of Directors of Loblaw Companies Limited
·      Former Member of Compensation Committee of the Board of Directors of Resolve Business Outsourcing Income Fund
·      Former Member of Human Resources Committee of the Board of Directors of Canada Life Financial Corporation
 
Barbara Stymiest
·      Former Member of the Group Executive and former Group Head of Strategy, Treasury & Corporate Services at the Royal Bank of Canada for approximately seven years
·      Former Chief Executive Officer of the TSX Group Inc. for approximately five years
·      Former Executive Vice President and Chief Financial Officer at BMO Nesbitt Burns
·      Current Member of Pension Committee and Audit Committee of the Board of Directors of George Weston Limited
·      Current Member of Human Resources Committee of the Board of Directors of Sun Life Financial
 

 
 

 
21


Member
Experience & Skills
John Richardson
·      Member of the CNG Committee for approximately five years
·      Former Chair of the Ontario Pension Board for three years
·      Former Senior Partner of Clarkson Gordon & Co. (now Ernst & Young LLP)
·      Former Executive Vice President, Lonvest Corporation (now London Insurance Group Inc.)
·      Former Chairman, President and Chief Executive Officer of Wellington Insurance
·      Former Member of the Compensation Committee of the Board of Directors of Resolve Business Outsourcing Income Fund
 
David Kerr
·      Member of the CNG Committee for approximately four years
·      Former President and Chief Executive Officer of Falconbridge Limited for approximately ten years
·      Current Member of Management Resources Committee of the Board of Directors of Sunlife Financial
·      Current Member of Risk Management Committee of the Board of Directors of Brookfield Asset Management
 

The CNG Committee meets without management present at each of its quarterly meetings and is governed by a written Charter that was adopted by the CNG Committee and the Board of Directors in December 2009 and amended in June 2011 and March 2012.  The CNG Committee’s Charter may be viewed at www. rim.com/investors/governance.  In relation to its duties and responsibilities concerning compensation matters pursuant to its Charter, the CNG Committee is primarily responsible for administering the Company’s equity-based compensation plans and annually reviewing, and recommending to the Board of Directors for approval, the compensation of the Company’s executive officers. During Fiscal 2012, the Company’s executive officers were as follows (collectively, “Executive Officers”):
 
·      Chief Executive Officer (“CEO”) -
Thorsten Heins
·      Former Co-Chief Executive Officers -
Mike Lazaridis & James L. Balsillie
·      Chief Financial Officer (“CFO”) -
Brian Bidulka
 
 
·      Former Chief Operating Officer, Global
        Operations - James Rowan
·      Chief Legal Officer - Karima Bawa
·      Former Chief Technology Officer, Software -
   David Yach
   ·      Chief Information Officer – Robin Bienfait
 
The CNG Committee meets regularly each year for the purpose of reviewing the overall compensation policy for Executive Officers, as well as relevant competitive compensation data and practices and makes recommendations on Executive Officer compensation to the entire Board for its consideration and approval.  In consultation with the independent members of the Board of Directors, the CNG Committee also assesses the performance of the Chief Executive Officer(s) each year using both financial and non-financial measurements.  Recommendations made by the CNG Committee on the Chief Executive Officer(s) compensation is reviewed and discussed by the independent members of the Board of Directors before final approval.

The CNG Committee has sole authority to retain independent advisors to provide the committee with advice on the Company’s compensation practices.  It also has the authority to approve the fees payable to any independent compensation advisor that it retains.  The CNG Committee retained the services of its current independent advisor, Frederic W. Cook & Co., Inc. (“Frederic Cook”), in August 2010.  Since then, the Chair and the members of the CNG Committee have had full discretion to consult with Frederic Cook and any services to be performed by Frederic Cook for the Company must be approved by the Chair of the CNG Committee.  Frederic Cook’s mandate is to provide services from time to time as requested by the CNG Committee or its Chair, including in the

 
 

 
22

following areas:

 
·
Review proposals prepared by management on the executive compensation program.
 
 
·
Attend meetings of the CNG Committee and Board of Directors.
 
 
·
Periodically review various aspects of the Company’s executive compensation program through a review of incentive compensation documentation, employment and separation agreements, and other documentation on the Company’s executive benefit and perquisite programs.
 
 
·
Provide competitive data on compensation levels and other relevant executive compensation practices, such as analyses of the total equity grants being made at comparator group companies and pay/performance analyses.
 
 
·
Annually review the comparator group used for compensation comparisons to ensure that it remains relevant.
 
 
·
Prepare regular reports summarizing the emerging trends in executive compensation to ensure that the CNG Committee is informed of the latest developments.
 
 
·
Review the Compensation Discussion and Analysis and compensation-related tables and disclosure in the annual management information circular.
 
 
·
Provide recommendations to the CNG Committee on stock ownership policies.
 
Frederic Cook has not performed any other services for the Company.  Decisions made by the CNG Committee generally reflect factors and considerations in addition to the information and advice provided to it by Frederic Cook.

The approximate fees paid to the CNG Committee’s independent advisors in Fiscal 2012 (Frederic Cook) and Fiscal 2011 (Towers Watson and Frederic Cook) were as follows:


 
Fiscal 2012
Fiscal 20111
 
Frederic Cook
Towers Watson
Frederic Cook
Towers Watson
Fees for Executive Compensation Services provided to CNG Committee
CDN $188,347
-
CDN $74,511
CDN $54,000
Total Annual Fees
CDN $188,347
 
CDN $128,511
 

1.
For part of Fiscal 2011, Towers Watson was the independent compensation advisor to the CNG Committee.  With the merger of Towers Perrin and Watson Wyatt in January, 2010 to form Towers Watson, it was determined that management would use Towers Watson as its primary compensation advisor and the CNG Committee, after a search process, retained the services of Frederic Cook.  The fees paid to Frederic Cook for the second part of Fiscal 2011 were CDN $74,511 and the fees paid to Towers Watson for the first part of Fiscal 2011 were CDN $54,000.
 
 
 

 
23

B.
Executive Compensation Strategy & Philosophy
 
 
The Company aims to provide appropriate compensation for its Executive Officers that is internally equitable, externally competitive and reflects both individual achievements and Company performance. The executive compensation strategy supported by the CNG Committee and the Board of Directors in Fiscal 2012 focused on the following strategic objectives and general principles:

Strategic Objective
General Principle
Attract, motivate and retain exceptionally talented, high performing, entrepreneurial executives
Design a total executive compensation program that is market competitive and balanced between base salary, short-term and long-term incentive compensation.  The Company seeks to align compensation with the Executive Officer’s experience, competency and contribution.
Establish a clear performance linkage aligning compensation to business and individual performance
The Company seeks to utilize a pay for performance philosophy.  Compensation programs will be linked with measures critical to the success of the Company’s business.  Our Executive Officers individual performance objectives and outcomes will impact compensation outcomes.
Align to external market but balance with simplicity and Company culture
The Company will utilize a specific set of high technology comparators that are relevant to the Company to understand overall market practices.  To the extent a Canadian comparator group remains appropriate, the Company will also periodically review Canadian general industry comparators to ensure a balanced view of trends.  The Company’s overall Executive Officer compensation philosophy highly values simplicity.  The Company’s program design will seek to emphasize the Company’s unique culture and entrepreneurial spirit.
Align short term compensation to Company objectives and outcomes
The Company’s Annual Incentive Program aligns the Company’s executives to the Company’s short term objectives.
Align long term compensation to shareholder interests
Our long-term incentive programs link executive compensation to shareholder interests.
Encourage and recognize valuebased leadership behaviors
Each Executive Officer’s performance outcome will be assessed not only on what the Executive Officer achieves but also based on how the Executive Officer achieves results. Performance outcomes will directly impact compensation outcomes.
Provide benefits that are fair and reasonably competitive
The company’s Executive Officers participate in the same benefit plans as other employees. Some supplemental benefit programs may be offered for competitive reasons.  The Company will generally be more conservative than market practice with respect to benefits.  The Company will increase its emphasis on executive health and wellness to mitigate risks to the Company.
 
 
 

 
24

C.
Executive Compensation Decision-Making

Decision Process and Timing

The CNG Committee, with guidance and advice from its independent compensation advisor, annually reviews Executive Officer compensation.  The annual review includes a review of all elements of executive compensation, individual Executive Officer performance relative to individual objectives, Company performance relative to pre-determined Company objectives, input from the Company’s human resources function and the CEO(s) (other than on CEO compensation) and market comparator group data.  The CNG Committee then makes recommendations to the full Board of Directors which approves Executive Officer compensation other than compensation for the CEO(s), which is approved by the independent members of the Board of Directors.  These reviews and approvals for Fiscal 2012 compensation occurred as follows:

Topic
March 2011
May 2011
June 2011
September 2011
March 2012
 
Base Salary
 
 
Fiscal 2012 Base Salaries Approved to take Effect in September 20111
 
 
Fiscal 2012 Base Salaries Effective
 
 
Annual Incentive
 
Fiscal 2011 Results Approved
 
Fiscal 2011 Annual Incentive Payments Approved
 
Fiscal 2012 Annual Incentive Targets Reviewed & Approved
 
 
Fiscal 2012 Results Approved and Fiscal 2012
Zero (0)
Payments
Confirmed
 
Long-Term Incentive
     
 
Fiscal 2012 Regular Annual Long-Term Incentive Awards Approved & Granted2
 

1.
Base salary increases for a fiscal year have historically taken effect in June of that fiscal year.  Taking into consideration then current Company performance, base salary increases for Fiscal 2012 were deferred to take effect in September 2011.  Thorsten Heins’ base salary was also increased in January 2012 in connection with his promotion to President and CEO.
2.
Thorsten Heins received an additional Restricted Share Unit award in January 2012 in connection with his promotion to President and CEO.  This award is reflective of the Company’s practice to make grants to new hires and those receiving promotions.  Periodic, selective retention grants may also be made each quarter.

The separation in time between decision making regarding the short-term and long-term elements of executive compensation allowed the Company, the CNG Committee and the Board of Directors to take into consideration the financial performance of the Company during Fiscal 2011 and the first and second quarters of Fiscal 2012 as well as the individual performance of the Executive Officers.  It also provides an opportunity to review updated competitive data before approving the long-term incentive compensation.  Even though the annual compensation review addresses base salary, annual incentive and long-term incentive elements at different times, the CNG Committee and the Board of Directors review and consider compensation in the context of total compensation.

 
 

 
25

Comparator Group Development

For the purpose of considering the competitiveness of the Company’s executive compensation for Fiscal 2012, the Company established and used compensation data from two market comparator groups approved by the CNG Committee taking into consideration information and advice from Frederic Cook.  There are two comparator groups:  a primary high technology comparator group and a secondary comparator group of Canadian companies.  The primary high technology comparator group for Fiscal 2012 was selected on the basis of the following objective selection criteria which are generally consistent with the Company’s practices in prior fiscal years:

 
·
Cross section of high technology and telecom industry and targeting mostly U.S. technology companies (GICS code 451010), internet and service companies (GICS code 451030), software companies (GICS code 452020), electronic equipment companies (GICS code 452030) and semiconductor companies (GICS code 453010);
 
·
Companies with global operations;
 
·
Companies whose products compete directly with the Company;
 
·
Companies who the Company competes with for executive talent; and
 
·
Companies having similar revenue and profits as the Company, with a desire to have the Company’s revenue and profit near the median to mitigate any bias in the data.

Based on the above objective criteria, the following changes were made to the Fiscal 2011 comparator group to form the Fiscal 2012 high technology comparator group: ADP and Thomson Reuters were deleted; Amazon, SAP AG, and Symantec were added; Motorola Inc. was replaced with Motorola Mobility; and BCE Inc., Rogers Communications, and Telus Corporation were moved to a Canadian Comparator Group that is described further below.  The fifteen companies in the high technology comparator group are presented in the following table that reflects the fiscal year data available for each company at the time the CNG Committee conducted its comparator group review for Fiscal 2012.  The executive compensation of the comparator group companies was utilized to review and make decisions regarding compensation elements for Fiscal 2012, including base salary, annual incentives, and long term incentive compensation/equity, relative to the median for such elements in the high technology comparator group.

High Technology Comparator Group
Comparator Company Corporate Information – FY 2012 Compensation Decisions*
(millions)
Company Name
Revenue1
Market Cap2
Gross Profit1
Gross Profit Margin
Global
Amazon.com
 
$34,204
 
$81,239
 
$8,211
 
24%
 
x
Apple
 
$76,283
 
$320,988
 
$30,745
 
40%
 
x
Cisco Systems
 
$42,361
 
$94,891
 
$28,203
 
67%
 
x
eBay
 
$9,156
 
$40,281
 
$7,164
 
78%
 
x
EMC
 
$17,015
 
$54,959
 
$11,201
 
66%
 
x
Google
 
$29,321
 
$188,526
 
$20,285
 
69%
 
x
Intel
 
$43,623
 
$111,212
 
$33,422
 
77%
 
x
Microsoft
 
$66,690
 
$213,352
 
$55,562
 
83%
 
x
Motorola Mobility
 
$11,460
 
$7,187
 
$3,157
 
28%
 
x
Nokia
 
$56,639
 
$31,565
 
$19,904
 
35%
 
x
Qualcomm
 
$11,671
 
$89,592
 
$8,837
 
76%
 
x
SAP AG
 
$16,538
 
$72,875
 
$12,092
 
73%
 
x
Symantec
 
$6,048
 
$14,151
 
$5,394
 
89%
 
x
Texas Instruments
 
$13,966
 
$40,347
 
$8,405
 
60%
 
x
Yahoo!
 
$6,325
 
$21,831
 
$4,348
 
69%
 
x
25th Percentile
 
$11,566
 
$35,923
 
$7,688
 
50%
   
50th Percentile
 
$17,015
 
$72,875
 
$11,201
 
69%
   
75th Percentile
 
$42,992
 
$103,051
 
$24,244
 
76%
   
Research In Motion
 
$19,907
 
$29,360
 
$8,825
 
44%
 
x

*   All data sourced from Standard & Poor’s Compustat.

 
 

 
26

1.
Revenue and Gross Profit reflect trailing four quarter information available as of March 31, 2011, based on the time when the comparator group was established.
2.
Market Capitalization is as of March 31, 2011.
 
The Canadian company comparator group was selected primarily based on revenue, market capitalization, scope/complexity of operations and to represent a cross section of industries.  These companies are utilized, on a secondary basis, to compare the overall competitiveness of the Company’s executive compensation and overall compensation practices in the Company’s Canadian marketplace. This group is viewed as a secondary comparator group because the Company competes for executive talent and shareholder capital within its global market rather than its local markets.
 
Canadian Comparator Group
Comparator Company Corporate Information – FY 2012 Compensation Decisions*
(millions)
Company Name
Revenue1
Market Cap2
Gross Profit1
Gross Profit Margin
Global
Agrium
 
$10,520
 
$14,546
 
$2,637
 
25%
   
Bank of Nova Scotia
 
$23,892
 
$66,150
 
$7,093
 
30%
 
x
Barrick Gold
 
$10,924
 
$51,832
 
$6,370
 
58%
 
x
BCE
 
$18,053
 
$27,337
 
$13,108
 
73%
   
Bombardier
 
$17,712
 
$12,130
 
$3,088
 
17%
 
x
Cenovus Energy
 
$12,961
 
$29,640
 
$3,020
 
23%
   
Enbridge
 
$15,113
 
$23,658
 
$2,368
 
16%
   
George Weston
 
$31,241
 
$8,520
 
$8,051
 
26%
   
Husky Energy
 
$17,756
 
$26,240
 
$5,187
 
29%
 
x
Manulife Financial
 
$36,629
 
$31,453
 
$4,712
 
13%
 
x
Power Corp of Canada
 
$32,896
 
$11,773
 
$3,332
 
10%
 
x
Rogers Communication
 
$12,175
 
$20,221
 
$4,588
 
38%
   
Shoppers Drug Mart
 
$10,133
 
$8,670
 
$3,817
 
38%
   
Sun Life Financial
 
$24,618
 
$18,041
 
$2,524
 
10%
 
x
Suncor Energy
 
$35,866
 
$70,197
 
$7,565
 
21%
   
TELUS
 
$9,770
 
$15,631
 
$6,393
 
65%
   
25th Percentile
 
$11,862
 
$13,942
 
$3,071
 
17%
   
50th Percentile
 
$17,734
 
$21,940
 
$4,650
 
25%
   
75th Percentile
 
$26,274
 
$30,093
 
$6,568
 
38%
   
                     
                     
Research In Motion
 
$19,907
 
$29,360
 
$8,825
 
44%
 
x

*
All data sourced from Standard & Poor’s Compustat.
1.
Revenue and Gross Profit reflect trailing four quarter information available as of March 31, 2011, based on the time when the comparator group was established.
2.
Market Capitalization is as of March 31, 2011.

The CNG Committee is reviewing the comparator groups for the purposes of Fiscal 2013 compensation decisions in light of the reduction in the Company’s market capitalization and will make such adjustments to the comparator groups as it determines to be necessary.

D.
Compensation Elements for the NEOs

The compensation of the Company's Named Executive Officers is comprised of the following elements: base salary; annual incentive; long-term incentive; retirement savings; and other compensation.  The purpose of each of these elements is as follows:

Elements
Purpose of the Compensation Elements
Base Salary
(Annual Fixed)
·             This element provides minimum compensation to secure day-to-day services and reflects the Executive Officer's role within the Company, personal performance, experience and contribution to the business of the Company, the size and stage of development of the Company and competitive benchmarks.

 
 

 
27

Elements
Purpose of the Compensation Elements
Annual Incentive
(Annual Variable)
·              This element is designed to motivate and reward an Executive Officer for contribution to the achievements of the Company and individual goals set for the fiscal year.
Long-Term Incentive
(Long-Term Variable)
·              This element allows Executive Officers to receive compensation under the Stock Option Plan and/or the RSU Plan.
·              These plans are designed to (a) advance the interests of the Company by encouraging equity participation through the acquisition of Common Shares of the Company, (b) enable the Company to attract and retain experienced and qualified executive officers in a highly competitive marketplace, and (c) to align the interests of Executive Officers with the interests of shareholders by providing incentives which promote the creation of shareholder value.
Retirement Savings
(Long-Term)
·              This element is designed to assist Executive Officers in saving for their retirement and helps attract talented executives.
·              Other than the retirement savings plans and Company matching program made available to all employees of the Company, the Company's approach to retirement savings is for Executive Officers to be responsible for their retirement savings.
Other Compensation
(Short & Long-Term)
Benefits
·              Executive Officers are provided the same benefits programs as the Company offers other employees.
·              These programs are designed to help ensure the health and wellness of employees and to provide coverage in case of death or disability.
·              Benefits programs include supplemental health, dental, life insurance and disability coverage.
Perquisites
·              Perquisites are not a typical element of executive compensation, but perquisite arrangements are established from time to time in the best interests of the Company on a case-by-case basis.

Base Salary

The base salary for each NEO is reviewed annually after the completion of the prior fiscal year.  During its review for Fiscal 2012, the CNG Committee considered the importance of qualitative factors in assessing individual performance of its NEOs, such as demonstrated leadership ability as well as the management and implementation of major projects and initiatives.  The NEOs’ base salaries were also reviewed by the CNG Committee against the comparator groups based on market data provided by the independent compensation advisor.  In addition to these considerations, the CNG Committee also received and considered base salary proposals from the Co-CEOs for all the Executive Officers other than themselves.  The recommendations from the Co-CEOs were reviewed and, if determined appropriate, approved, with or without modification, by the CNG Committee and the entire Board of Directors.  The CNG Committee, with advice and input from its independent compensation advisor, made the base salary recommendations for the Co-CEOs to the independent members of the Board of Directors for approval.  In connection with the promotion of Mr. Heins to President and CEO in January 2012, the CNG Committee and the Board of Directors received advice and input from the independent compensation advisor, including comparator group competitive data which was considered in establishing the base salary for Mr. Heins.

As a result of the CNG Committee’s compensation review after the completion of Fiscal 2011 and in light of the competitive environment for the Company, the Company did not increase the base salaries of the Co-Chief Executive Officers, Messrs. Lazaridis and Balsillie, for Fiscal 2012. The Co-Chief Executive Officers also voluntarily requested, and the Board approved, a reduction in their base salaries to CDN $1 effective as of January 2012.  The base salaries of the other NEOs were increased as shown in the table below.  Unlike in previous years when base salary increases were effective in June, these adjustments were delayed (along with any adjustments for other Company employees) to become effective on September 4, 2011.  The base salary increases for all but the

 
 

 
28

Co-CEOs reflected the NEO's role within the Company, personal performance, experience, and contribution to the business of the Company as well as competitive benchmarking to the Company’s comparator groups.

   
Base Salary for Fiscal 2011
(Effective June 1, 2010)
Base Salary for Fiscal 2012
(Effective September 4, 2011)
Name
CDN
CDN
CDN % Increase
US1
Mike Lazaridis
2
$1,200,000
$1,200,000
0%
$1,222,618
James L. Balsillie
2
$1,200,000
$1,200,000
0%
$1,222,618
Thorsten Heins
3
$600,000
$648,200
8%
$660,418
Brian Bidulka
 
$550,000
$605,000
10%
$616,403
James Rowan
 
$600,000
$648,200
8%
$660,418
Karima Bawa
4
$450,000
$498,800
11%
$508,202
David Yach
 
$630,000
$648,200
3%
$660,418

1.
Base salaries have been converted to U.S. dollars using the Bank of Canada average noon exchange rate of 0.9815 on September 2, 2011, the last business day before the base salary increases became effective.
2.
Mr. Lazaridis' and Mr. Balsillie's base salaries were adjusted from CDN $1,200,000 to CDN $1 effective January 1, 2012.
3.
Mr. Heins was promoted to the position of President and CEO effective January 21, 2012 at which time his base salary was increased from CDN $648,200 to CDN $1,000,000.
4.
Ms. Bawa was promoted to the position of Chief Legal Officer effective December 17, 2010 at which time her base salary was increased  from CDN $450,000 to CDN $475,000 to take effect March 2011 in recognition of her promotion.

Annual Incentives

(Annual Incentive Plan Design)

Pay for performance is driven through the “Annual Incentive Plan” or “AiP” which compensates Executive Officers based on a combination of the Company’s achievement of certain key financial measures (revenue, diluted earnings per share and net subscriber additions) and individual performance relative to annual individual and Company objectives.

Pursuant to the Annual Incentive Plan, an Executive Officer can earn annual incentive compensation that is calculated by multiplying the Executive Officer’s annual base salary by an annual target incentive, expressed as a percentage (125% for the CEOs and 80% for all other Executive Officers). An annual incentive is only paid if the Company meets certain revenue, diluted earnings per share (“EPS”) and net subscriber addition thresholds as set out in the plan to establish a Company performance factor.  If the Company does not meet certain revenue, EPS and net subscriber addition thresholds, the Company performance factor is 0 and no annual incentive compensation is paid to the Executive Officers.  If the Company attains the thresholds, the Company performance factor will range between 0.5 and 1.5 and annual incentive compensation will be paid to Executive Officers using the resulting factor.  This compensation can also be decreased or increased by 25% based on the Executive Officer’s individual performance relative to his or her annual objectives established by the Board of Directors and the Company’s performance relative to the Company’s non-financial objectives.


 
 

 
29

(NEO Annual Incentive Targets)

For Fiscal 2012 and in light of the competitive environment for the Company, the Company did not increase the base salaries of the Co-CEOs and also did not increase the amount of the target annual incentive awards for each of them, resulting in a target annual incentive of 125%.  The annual incentive targets for the other NEOs increased from 60% in Fiscal 2011 to 80% in Fiscal 2012 primarily to enhance short term retention value and to better align the NEOs’ annual incentive compensation with their respective peers within the Company’s comparator groups.  After the salary and target annual incentive increases, the target annual cash compensation opportunity for all the NEOs remained below the median of the Company’s high technology comparators.  Mr. Heins’ target annual incentive was increased to 125% in January 2012 in connection with his promotion to President and CEO, consistent with that of the former Co-CEOs.  The CNG Committee and the Board of Directors received advice and input from the independent compensation advisor, including comparator group data, relevant to establishing the target annual incentive for Mr. Heins.  Mr. Heins’ target cash compensation opportunity, which is his base salary and target annual incentive, is below the 25th percentile of the Company’s high technology comparator group.

(Company Performance Factor)

For Fiscal 2012, the three measures that comprised the Annual Incentive Plan were revenue (40% weighting & target of $29 billion), EPS (30% weighting & target of $7.50) and net subscriber additions (30% weighting & target of 29 million).  Each measure has a minimum performance threshold set at 80%, a target at 100% and a maximum at 120%, resulting in payout factors of 0.5 (50%), 1 (100%) and 1.5 (150%) of target incentive respectively. No bonus is payable under the plan in respect of a performance measure if the Company's actual performance is less than 80% of the pre-established target for the measure.

(Individual Performance Modifiers)

Individual performance, based in part on the NEO’s performance relative to individual performance objectives set for Fiscal 2012, can also adjust the annual incentive award upwards or downwards by 25%.  The individual performance modifier is determined by reviewing the NEO’s individual objective attainment and contribution to the Company’s seven strategic goals noted below. The CEO makes recommendations to the CNG Committee for the awards of the other NEOs.  Any awards made to the NEOs are recommended by the CNG Committee for approval by the Board of Directors.  The CNG Committee, with benchmarking advice and input from its independent compensation advisor, makes recommendations on the awards for the CEO to the independent directors of the Board of Directors for approval.

In Fiscal 2012, individual performance multipliers were not required for the NEOs since the Company performance factor was zero and no annual incentive compensation was payable to the NEOs.  The performance of each of the NEOs was nonetheless reviewed by the CNG Committee and the Board of Directors, including their individual performance relative to their individual annual objectives and their respective contributions to the following strategic goals of the Company:

 
1.
Enterprise mobile computing, direct (a new focus) but also via carriers and channels (e.g. system integrators, value added resellers, and distributors) emphasizing new “collaboration suites” of software and services
 
 
 

 
30

 
2.
Releasing a high-end mobile device at least once per year, perceived as best in class
 
 
3.
Driving the fastest-growing smartphone segments (prepaid & entry-level) with a portfolio of international markets that optimizes market share and profitability
 
 
4.
Delivering the highest quality in products and processes, without sacrificing time-to-market
 
 
5.
Managing the first true Mobile Social platform for community, communications, content and commerce, for the Company’s devices and others. Delivering the best human-to-human interaction across all screens and commanding the highest use of people’s time on all screens
 
 
6.
Enabling carriers’ and other partners’ success, and new revenue streams, through advanced intelligent network and mobile cloud services
 
 
7.
Clearly communicating direction and priorities to all of the Company’s key internal and external stakeholders

In Fiscal 2012, the Company did achieve some success relative to these strategic objectives, including growing its revenue in international markets by more than 30% in Fiscal 2012 compared to Fiscal 2011 and launching its most advanced device, the BlackBerry Bold 9900.  However, the Company also faced many challenges particularly with its performance in the United States marketplace and product delays which impacted the Company’s operating/financial performance.  The result of the Company’s overall operating/financial performance on executive officer compensation was that none of the NEOs received an annual incentive payment for Fiscal 2012 as discussed below.

 (NEO Annual Incentive Measures and Payouts)
Based on the Company's actual performance relative to the revenue, earnings per share (“EPS”) and net subscriber additions targets for Fiscal 2012, the Company performance factor for the Annual Incentive Plan in Fiscal 2012 is zero.  As a result, none of the NEOs received or will receive annual incentive compensation for Fiscal 2012.  The Fiscal 2012 Annual Incentive Plan payout determination is summarized in the following table:

Measure
80% Threshold
Fiscal 2012
Target
120%
Max
Fiscal 2012 Actual
Score
Weighting
Weighted Result
Revenue (Billion)
$23.20
$29.00
$34.80
$18.44
 < Threshold
40%
0%
Diluted EPS
$6.00
$7.50
$9.00
$2.221
 < Threshold
30%
0%
Net Subscriber Additions (Million)
23.20
29.00
34.80
16.86
 < Threshold
30%
0%
2012 Company Performance Factor
0%

1.
In the Company's press release dated March 29, 2012, it reported adjusted diluted earnings per share for Fiscal 2012 of $4.20. Adjusted diluted earnings per share for Fiscal 2012 excludes the following items: the charge related to the service interruption experienced in the third quarter of Fiscal 2012, the charge related to the PlayBook inventory provision taken in the third quarter of Fiscal 2012,  the charge related to the Blackberry 7 inventory provision taken in the third quarter of Fiscal 2012, the charge related to the Company’s cost optimization program that was implemented in the second quarter of Fiscal 2012, and the goodwill impairment charge recorded after Fiscal 2012. Adjusted diluted earnings per share does not have a standardized meaning prescribed by United States Generally Accepted Accounting Principles (“GAAP”) and thus is not comparable to similarly titled measures  presented by other issuers. The Company believes that the presentation of adjusted diluted earnings per share enables the Company and its shareholders to better assess the Company's operating results relative to its operating results in prior periods and improves the comparability of the information presented. Shareholders should consider this non-GAAP measure in the context of the Company's GAAP results.  A reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measure was included in the Company’s press release, dated March 29, 2012.  

(Historic NEO Annual Incentive Payouts)

The table below provides the actual payout factors for the NEOs over the last three fiscal years as well as certain Company year-over-year financial performance measures.  The table illustrates that the Company performance targets are challenging and represent “stretch” targets.  Despite the Company’s year-over-year financial

 
 

 
31

performance, the performance outcomes in the last three years resulted in payout factors below target in each year, including a payout factor of zero in Fiscal 2012.

Year
Achievement
Payout Factor Total
Year–Over-Year Revenue
Year-Over-Year EPS
Year-Over-Year
Net Subscriber Additions
2012
-7%
-65%
-16%
0%
2011
33%
47%
20%
81.98%
2010
35%
31%
48%
91.54%


Long-Term Incentive Compensation/Equity

As summarized in the Summary Compensation Table in Section G, long-term incentive compensation continues to be a significant element of total compensation for the Executive Officers in order to align the interests of Executive Officers with the achievement of the Company’s long-term business objectives and the interests of shareholders.  The awards to Executive Officers are also granted in recognition of the importance of the Executive Officer to the Company’s future, the desire to create retention value with each of the Executive Officers and the individual performance of each Executive Officer in each case at the time the equity awards were granted.  The Company and the CNG Committee believe that the long term incentive compensation/equity element of the Company’s compensation program need to be competitive relative to the Company’s comparator group and it is imperative to executing the Company’s strategy in an intensely competitive industry for products and attracting/ retaining key talent.

On an annual basis, the CNG Committee reviews the long-term incentive compensation of Executive Officers.  This review takes into consideration total compensation and external market factors, including comparator group information provided by the CNG Committee’s independent compensation advisor.  Based on this review, the CNG Committee has the ability to grant stock options and/or RSUs annually based on established equity award ranges which have historically been expressed in terms of a number of stock options and/or RSUs. For awards beginning in Fiscal 2013, the Company amended its equity compensation plans to allow the Board of Directors to grant awards based on an aggregate dollar value. See the section entitled “Securities Authorized for Issuance Under Equity Compensation Plans” in this circular for further details regarding the amendments. The quantum of stock options or RSUs granted depends on, among other things, the position, level and performance of the individual, as well as comparator group information and the Company’s past grants to the NEO.

The Fiscal 2012 awards were made in September 2011 consistent with the practices and procedures set out in the Company’s Policy on Granting Equity Awards and as noted above, include the equity award ranges in place at the time.  The equity award ranges were revised in December 2010 following a survey of long-term incentive plan market practices which, upon completion, indicated that the Company’s equity award ranges were below the award levels of the Company’s comparator group.  The upper limit of the award ranges set in December 2010 was further increased in June 2011 in an effort to ensure that the Company’s long-term incentive compensation remained competitive following a decrease in the market price of the Company’s Common Shares following December 2010.  The current equity award ranges remain conservative relative to the practices of the Company’s high technology comparator group with the ranges being below the 25th percentile of the comparator group.

The CNG Committee decided to award all equity grants to Executive Officers relating to Fiscal 2012 in the form of RSUs.  The granting of RSUs continues to be the preferred form of equity compensation as the Company and the CNG Committee believe that RSUs will increase attraction, retention, and engagement.  No stock option awards were granted to the NEOs relating to Fiscal 2012.  In previous fiscal years, the annual long-term incentive awards of RSUs cliff vested after three years of active employment following the grant date.  In Fiscal 2012, vesting of the September 2011 annual long-term incentive awards of RSUs was revised so that RSUs would vest 25% on the first anniversary of the grant date, 25% on the second anniversary of the grant date and 50% on the third anniversary of the grant date.  The revised vesting terms were adopted for Fiscal 2012 to create enhanced short term retention value balanced with longer term retention during an increasing competitive environment for talent.

In addition to the annual long-term incentive awards in September, the Company also makes long-term incentive

 
 

 
32

awards on a quarterly basis in accordance with its Policy on Granting Equity Awards.  Awards are generally made in connection with new hires, promotions, acquisitions and in some cases as special incentives, including in recognition of special contributions or for retention purposes.  In Fiscal 2012, the following long term incentive awards were made to NEOs in addition to their respective annual long-term incentive award in September 2011:

 
·
Thorsten Heins Retention Awards.  In recognition of his important contributions to the Company and in an effort to increase the retention value of his long-term incentive compensation, Mr. Heins received an additional 50,000 RSUs as part of the September 2011 award.  The vesting terms for this award are the same as the Fiscal 2012 annual long term incentive award.  The total award in September 2011 was 90,000 RSUs, when both the normal long-term incentive grant (40,000 RSUs) and the additional award (50,000 RSUs) are combined. This retention award was in addition to a 25,000 RSU retention award received by Mr. Heins in March 2011 in recognition of his strong performance and contributions to the Company.  At the time of these awards, Mr. Heins was not the President and CEO of the Company.
 
·
Thorsten Heins Promotion Award.  In connection with his promotion to the position of President and CEO, Mr. Heins received an award of 400,000 RSUs in January 2011. One third of this award vests on each anniversary of the grant date. The CNG Committee considered high technology comparator group data when making Mr. Heins’ promotion award, as well as awards given to Mr. Heins earlier in the fiscal year. The combined grant date fair value of all of Mr. Heins’ RSU awards in Fiscal 2012 (being the 400,000 RSUs in connection with his promotion and the 115,000 RSUs noted above) was $9,538,675 which was approximately 15% above the median equity award for chief executive officers of companies in the high technology comparator group.  This resulted in total direct compensation (consisting of base salary, annual incentive and long-term incentive/equity) consistent with the 25th percentile of the high technology comparator group.
 
·
James Rowan Retention Awards.  In recognition of his contributions to the Company and in an effort to increase the retention value of his long-term incentive compensation, Mr. Rowan received an additional 50,000 RSUs as part of the September 2011 award.  The vesting terms for this award are the same as the Fiscal 2012 annual long term incentive award.  This award was above the equity award range applicable to Mr. Rowan for the reasons noted above.  The total award in September 2011 was 90,000 RSUs, when both the normal LTIP grant (40,000 RSUs) and additional award (50,000 RSUs) are combined. This retention award was in addition to a 25,000 RSU retention award received by Mr. Rowan in March 2011 in recognition of his strong performance and contributions to the Company.
 
·
Karima Bawa Promotion Award.  In recognition of her contributions to the Company and in connection with her promotion to the position of Chief Legal Officer, Ms. Bawa received an award of 25,000 RSUs in March 2011.  One third of this award vests on each anniversary of the grant date.

A summary of the long-term incentive awards provided to the NEOs in Fiscal 2012 is set out in the below chart:

Name
# of Shares Granted
Award
Date
Fair Market Value at Grant Date
Thorsten Heins
 
 
 
25,000
Retention
March 28, 2011
$56.00
40,000
Annual Award
September 19, 2011
$23.72
50,000
Retention
September 19, 2011
$23.72
400,000
Promotion to CEO
January 24, 2012
$15.01
Mike Lazaridis
90,000
Annual Award
September 19, 2011
$23.72
James L. Balsillie
90,000
Annual Award
September 19, 2011
$23.72
Brian Bidulka
30,000
Annual Award
September 19, 2011
$23.72
James Rowan
 
 
25,000
Retention
March 28, 2011
$56.00
40,000
Annual Award
September 19, 2011
$23.72
50,000
Retention
September 19, 2011
$23.72
Karima Bawa
 
25,000
Promotion
March 28, 2011
$56.00
30,000
Annual Award
September 19, 2011
$23.72
David Yach
30,000
Annual Award
September 19, 2011
$23.72
 
 
 

 
33

Retirement Savings

The Company offers all Canadian-based Executive Officers, including the NEOs, the opportunity to participate in the group retirement savings plan that is made available to all other Canadian-based employees.  In Fiscal 2012, the Company matched a Canadian-based employee’s contributions to the group registered retirement savings plan (“RRSP”) "dollar for dollar" up to five percent of the employee’s base salary until the employee reaches his or her current year RRSP contribution limit.  Consistent with the Company’s philosophy, no additional forms of pension plan are offered to the NEOs.

Other Compensation (Benefits & Perquisites)

The NEOs are offered similar benefits to all other employees with the exception of Messrs. Balsillie, Lazaridis and Heins.  Mr. Balsillie received an automobile allowance during Fiscal 2012.  Mr Lazaridis had access to a car and driver during Fiscal 2012.  Mr. Heins, in connection with his promotion to the position of President and CEO, was entitled to be reimbursed up to $25,000 for legal expenses incurred by him in connection with the negotiation of his new employment agreement as President and CEO of the Company.  Mr. Heins sought reimbursement for and received $10,000 for legal expenses.  These perquisites are reflected and discussed in the Summary Compensation Table.  As discussed in the section entitled “Termination and Change of Control Benefits”, Messrs. Balsillie and Lazaridis also received certain entitlements pursuant to their respective transition agreements that are included in “all other compensation” in the Summary Compensation Table.

Claw Back of Incentive and Equity Based Compensation

In April 2008, the Board of Directors approved a policy with respect to the reimbursement of incentive and equity based compensation.  This policy requires that if the Board of Directors becomes aware of any misconduct by an Executive Officer that contributed to the Company having to restate all or a portion of its financial statements, the Board of Directors shall take such action as it deems appropriate to remedy the misconduct, prevent its recurrence, and may take disciplinary action against the Executive Officer.  In addition, the Board of Directors will, to the fullest extent permitted by governing law in all appropriate cases, require reimbursement of any bonus or incentive compensation awarded to such Executive Officer if: (a) the amount of bonus or incentive compensation was calculated based upon the achievement of certain financial results that were subsequently the subject of restatement; (b) the executive engaged in intentional misconduct that caused or partially caused the need for the restatement; and (c) the amount of the bonus or incentive compensation that would have been awarded to the Executive Officer had the financial results been properly reported would have been lower than the amount actually awarded.

Executive Officer Share Ownership Guidelines

In January 2012, in connection with Mr. Heins’ promotion to President and CEO, the Company established share ownership guidelines for the CEO of at least four times his base salary.  In March 2012, share ownership guidelines were also established for the other Executive Officers of at least two times their respective base salaries. The CEO and Executive Officers have five years from implementation of the guidelines to attain the requisite Common Shares.  If they do not meet the guidelines within such period, they are required to hold at least 50% of their Common Shares obtained (on an after tax basis) from the vesting of equity awards until such time as the guidelines are satisfied.

E.
Compensation Practices Risk & Hedging

Since 2009, the CNG Committee’s mandate has required the committee to annually review the risk management and controls of the Company’s compensation and benefit arrangements, including the administration of the equity-based plans.  In early 2012, to determine if additional measures should be taken to enhance the Company’s compensation governance, the Company engaged Towers Watson to assist with a risk assessment of compensation programs and polices related to the NEOs.  The compensation risk assessment included interviews with Board and management representatives to: (a) identify significant risks, if any; (b) understand the role of compensation in

 
 

 
34

supporting appropriate risk taking; and (c) understand how risk is governed and managed at the Company.  Towers Watson also reviewed documentation relating to the Company’s compensation governance oversight structure and processes, including the Board and Committee Mandates, and the accountability of the Risk Management & Compliance Council comprised of management and the Audit & Risk Management Committee.  In addition, the Company’s executive compensation programs for the NEOs were assessed against Towers Watson's compensation risk assessment framework.

Towers Watson’s  compensation risk assessment revealed that given the Company’s business context, there do not appear to be significant risks arising from the NEO's current compensation policies and practices that are likely to have a material adverse effect on the organization.  Towers Watson’s report on its assessment was presented to the CNG Committee for review in March 2012 and was accepted by the CNG Committee at a meeting of the committee in March 2012.  The CNG Committee plans to continue to annually review the risks associated with the Company’s compensation policies and practices.

The Company’s compensation programs are designed to align with the Company's business strategy, product life cycle, and risk profile.  Towers Watson identified the following key risk-mitigating features in the Company’s compensation governance processes and compensation structure:

 
·
Review of Incentive Programs.  On a periodic basis, the Company conducts a complete review of its compensation strategy, including the pay philosophy and program design, in light of business requirements, market practice, and governance considerations.
 
·
Regular Tracking and Reporting of Potential Compensation Payouts.  The Company regularly reviews, tracks and reports to the CNG Committee on potential compensation payouts to effectively monitor performance and manage any inherent risks.
 
·
Fixed vs. Variable Compensation.  For the NEOs, a significant portion of target total direct compensation is delivered through variable compensation.  Variable compensation provides the potential for a strong pay-for-performance link, while base salary ensures a competitive base level of compensation.
 
·
Minimum Threshold Performance.  Annual incentive payouts are subject to a minimum level of Company financial performance.
 
·
Incentive Plan Payouts Capped.  For NEOs, the Fiscal 2012 AiP had a maximum payout multiplier of 1.875x target (0x-1.5x target incentive based on corporate performance and an individual performance modifier of +/- 25%), while long term incentive grant levels are capped at 2.0x target levels based on individual performance and potential.
 
·
External Independent Compensation Advisor.  On an on-going basis, the CNG Committee retains an independent advisor to provide the Board and committee with an external perspective on market changes and market practices related to compensation design, compensation governance and compensation risk management.
 
·
Claw Back Policy.  Established in April 2008, the Company’s policy covers recoupment of compensation as outlined in greater detail in the section entitled “Claw Back of Incentive and Equity Based Compensation”.
 
·
Share Ownership Guidelines.  Pursuant to share ownership guidelines adopted by the Company in 2012, the CEO and other Executive Officers are required to acquire and retain Company shares to align their interests with shareholders and the longer-term performance of the Company.  The share ownership guidelines are discussed in greater detail in the section entitled “Executive Officer Share Ownership Guidelines”.

In addition to the above risk mitigation features of the Company’s compensation governance processes and compensation structure, the Company has voluntarily implemented a non-binding shareholder advisory vote on executive compensation in 2012 effective at the Meeting.  The advisory vote provides shareholders with the opportunity to signal whether or not the Company’s current approach to executive compensation is acceptable to shareholders.

The Company is not aware of any of its current officers or directors engaging in any hedging activities.  The Company’s Insider Trading Policy, which applies to all officers and directors, also has certain anti-monetization

 
 

 
35

measures.  In particular, the policy cautions insiders about the risks associated with pledging shares of the Company to secure a margin loan in a brokerage account and the continuing requirement to comply with the Insider Trading Policy, including the requirement to obtain pre-clearance before any realization of such pledge shares occurs.

F.
Company Performance vs. Comparator Group & Indices

The following chart shows the Company operating performance relative to its Fiscal 2012 comparator groups over both a one year and three year period (Data Source: Standards & Poor’s Compustat).  This comparison is based on the most recently completed and disclosed fiscal year end for each of the companies in the comparator groups as of March 2011.  It reflects that the Company’s corporate performance, as at the dates indicated, compared favourably to the corporate performance of the Company’s comparator group.  Even though the Company’s operational performance over the one and three year periods generally exceeded median and 75th percentile of the Company’s comparator groups, the Company’s total shareholder return lagged the shareholder returns of the NASDAQ and S&P/TSX indices.

Corporate Operational Results
RIM Performance (Percentage Increase)
RIM vs.
Technology Peer Group
RIM vs.
Canadian Peer Group
Revenue Growth
     
1 Year
33%
>75th Percentile
>75th Percentile
3 Year
49%
>75th Percentile
>75th Percentile
Diluted EPS Growth
     
1 Year
47%
45th Percentile
75th Percentile
3 Year
41%
>75th Percentile
>75th Percentile
Operating Income Growth
     
1 Year
33%
65th Percentile
70th Percentile
3 Year
39%
>75th Percentile
>75th Percentile
Return on Operating Income
     
1 Year
21%
>75th Percentile
>75th Percentile
3 Year
19%
>75th Percentile
>75th Percentile

The following graphs show the cumulative total shareholder return of $100 invested in the Company's Common Shares compared to the S&P/TSX Composite Index (expressed in CDN dollars) and the NASDAQ Composite Index for the period of March 3, 2007 to March 3, 2012.

TOTAL SHAREHOLDER RETURN – RIM VS TSX

 
 
 

 
36

 
March 3
2007
March 1
2008
February 28
2009
February 27
2010
February 26
2011
March 3
2012
RIM
100.00
192.18
95.30
139.74
121.11
25.49
TSX
100.00
105.59
63.15
90.41
109.24
98.29

 TOTAL SHAREHOLDER RETURN – RIM VS NASDAQ


 
March 3
2007
March 1
2008
February 28
2009
February 27
2010
February 26
2011
March 3
 2012
RIM
100.00
229.04
88.13
156.40
145.61
30.43
NASDAQ
100.00
95.92
58.19
94.52
117.44
125.68

The Company’s Common Shares have consistently outperformed both indices in each of the 4 years preceding Fiscal 2012 and the Company’s operating performance relative to its comparator group remains favourable at the end of Fiscal 2012.  However, the Company’s Common Shares have been outperformed by both indices in Fiscal 2012.   As discussed above in the section entitled “Long Term Incentive Compensation/Equity”, a significant proportion of Executive Officer total compensation is in equity awards.  As a result, the decline in the value of the Company’s Common Shares has significantly reduced the value of equity currently held by the Executive Officers and the total compensation opportunity currently available for Executive Officers.  The following chart illustrates the impact of the decline in value of the Company’s Common Shares on the equity awards to NEOs.

 
 

 
37

Name and principal position
Year of Grant
Original Value of Unvested
Share Based Awards
on Award Date1
Current Value of Unvested
Share Based Awards
on Last Day of Fiscal 20122
Thorsten Heins
2012
$9,538,6753
 
$7,101,850
President & CEO
2011
$700,140
 
$206,850
 
2010
$1,138,030
 
$241,325
 
Total
$11,376,845
 
$7,550,025
         
Mike Lazaridis
2012
$2,134,800
 
$1,241,100
Former President & Co-CEO
2011
$2,708,340
 
$827,400
 
2010
$4,890,488
 
$1,034,250
 
Total
$9,733,628
 
$3,102,750
         
James L. Balsillie
2012
$2,134,800
 
$1,241,100
Former Co-CEO
2011
$2,708,340
 
$827,400
 
2010
$4,890,488
 
$1,034,250
 
Total
$9,733,628
 
$3,102,750
         
Brian Bidulka
2012
$711,600
 
$413,700
Chief Financial Officer
2011
$788,990
 
$206,850
 
2010
$978,098
 
$206,850
 
Total
$2,478,688
 
$827,400
         
James Rowan
2012
$3,534,675
 
$1,585,850
COO, Global Operations
2011
$700,140
 
$206,850
 
2010
$1,244,609
 
$264,299
 
Total
$5,479,424
 
$2,056,999
         
Karima Bawa
2012
$2,111,475
 
$758,450
Chief Legal Officer
2011
$504,359
 
$149,387
 
2010
$978,098
 
$206,850
 
Total
$3,593,932
 
$1,114,687
         
David Yach
2012
$711,600
 
$413,700
Chief Technology Officer, Software
2011
$451,390
 
$137,900
 
2010
$1,144,198
 
$241,325
 
Total
$2,307,188
 
$792,925

1.
RSU awards were valued using the fair market value of Common Shares on the NASDAQ on the award date.
2. 
RSU awards were valued using the NASDAQ closing price of common shares on March 2, 2012 of USD $13.79.
3.  
Includes 400,000 RSUs awarded in January 2012 in connection with Mr. Heins’ promotion to President & CEO. This RSU award had a fair market value of $6,004,000.

In addition to the decline in the value of the NEOs’ long-term incentive/equity, the NEOs also did not receive any annual incentive payments in Fiscal 2012 since the Company did not meet the minimum financial measures for an annual incentive payout as discussed in more detail in the section entitled “Annual Incentives”.

 
 

 
38

G.
Summary Compensation Table & Disclosures

The following table provides a summary of the total compensation earned by each NEO of the Company for Fiscal 2012, Fiscal 2011 and Fiscal 2010.

Summary Compensation Table1
         
Non-equity Incentive
Plan Compensation
($)
     
Name and Principal Position
Year2
Salary
($)3
Share-based Awards
($)4
Option-based Awards
($)
Annual Incentive Plans
Pension
Value
($)5
All Other Compensation ($)6
Total Compensation ($)
Thorsten Heins
2012
$670,222
$9,538,675
Nil
$0
$13,311
$21,108
$10,243,316
President & CEO
2011
$575,619
$824,515
Nil
$510,601
$11,907
$0
$1,922,643
 
2010
$494,649
$498,300
Nil
$347,481
$9,443
$0
$1,349,873
                 
Mike Lazaridis
2012
$1,004,926
$2,134,800
Nil
$0
$3,874
$862,695
$4,006,295
Former President & Co-CEO
2011
$1,175,664
$2,708,340
Nil
$1,204,761
$12,586
$10,777
$5,112,128
2010
$1,079,234
$2,491,500
Nil
$987,931
$9,433
$9,893
$4,577,991
                 
James L. Balsillie
2012
$1,004,926
$2,134,800
Nil
$0
$3,874
$4,835,868
$7,979,468
Former Co-CEO
2011
$1,175,664
$2,708,340
Nil
$1,204,761
$12,586
$10,777
$5,112,128
 
2010
$1,079,234
$2,491,500
Nil
$987,931
$9,433
$9,893
$4,577,991
                 
Brian Bidulka
2012
$582,020
$711,600
Nil
$0
$11,664
$0
$1,305,284
Chief Financial Officer
2011
$538,846
$957,790
Nil
$265,048
$8,290
$0
$1,769,973
2010
$393,471
$498,300
Nil
$216,110
$6,174
$0
$1,114,055
                 
James Rowan
2012
$629,091
$3,534,675
Nil
$0
$14,490
$0
$4,178,257
COO, Global Operations
2011
$575,619
$824,515
Nil
$510,601
$10,928
$0
$1,921,663
2010
$494,649
$498,300
Nil
$347,481
$9,443
$0
$1,349,873
                 
Karima Bawa
2012
$490,925
$2,111,475
Nil
$0
$12,400
$0
$2,614,800
Chief Legal Officer
2011
$436,445
$587,293
Nil
$193,627
$11,681
$0
$1,229,046
 
2010
$359,745
$498,300
Nil
$193,483
$9,443
$0
$1,060,971
                 
David Yach
2012
$644,508
$711,600
Nil
$0
$11,408
$0
$1,367,515
Chief Technology Officer, Software
2011
$617,223
$451,390
Nil
$303,600
$10,913
$0
$1,383,126
2010
$539,617
$664,400
Nil
$296,379
$9,443
$3,230,840
$4,740,679

1. 
All compensation paid in Canadian dollars was converted to U.S. dollars using the Bank of Canada average rate of 1.1119 for Fiscal 2010, 1.0207 for Fiscal 2011 and 0.9913 for Fiscal 2012.
2.  
Fiscal Year 2010 covers the period from March 1, 2009 to February 27, 2010, inclusive, Fiscal Year 2011 covers the period from February 28, 2010 to February 26, 2011, inclusive, and Fiscal Year 2012 covers the period from February 27, 2011 to March 3, 2012, inclusive.
3. 
Salary increases were effective on September 4, 2011 for Fiscal Year 2012.   Mr. Balsillie and Mr. Lazaridis voluntarily requested and received a reduction in their salaries to CDN $1 effective as of January 1, 2012.  Subsequently, Mr. Balsillie and Mr. Lazaridis resigned as the Company’s co-CEOs on January 21, 2011.  On the same date, Mr. Heins was promoted to the position of Chief Executive Officer at which time his base salary was increased to CDN $1,000,000.  The salary for all NEOs, including Messrs. Heins, Lazaridis and Balsillie, are prorated to reflect their salary changes.
4. 
RSU awards were valued using the fair market value of Common Shares on the NASDAQ on September 28, 2009 award date of USD $66.44, on April 5, 2010 award date of USD $67.52, on June 29, 2010 award date of USD $49.75, on September 20, 2010 award date of USD $45.139, on March 28, 2011 award date of USD $55.99,  on September 19, 2011 award date of USD $23.72 and on January 24, 2012 award date of USD $15.01. These values have been determined under the principles used to calculate the grant date fair value of equity awards for purposes of the Company’s financial statements.  The RSU awards for Messrs. Heins, Bidulka, Rowan and Bawa include RSUs awarded as part of the long term incentive program (See “Long-Term Incentives/Equity”).  These values have been determined under the principles used to calculate the grant date fair value of equity awards for purposes of the Company's financial statements. Also, separate awards were made to each NEO in connection with their respective promotions effective as of May 30, 2010  and January 21, 2012 in the case of Mr. Heins, December 17, 2009 in the case of Mr. Bidulka, May 30, 2010 in the case of Mr. Rowan, and April 4, 2010 and December 17, 2010 in the case of Ms. Bawa.  Lastly, Messrs. Heins and Rowan received retention awards on March 28, 2011.  Fiscal Year 2010, Fiscal
 
 
 

 
39
 
 
Year 2011 and Fiscal Year 2012 outstanding RSU awards of Messrs. Rowan and Yach will not vest pursuant to their respective transition agreements. See the section entitled “Termination and Change of Control Benefits”.
5.
Retirement Pension Savings values for each NEO reflects the Company’s contributions during Fiscal 2010, Fiscal 2011 and Fiscal 2012 in connection with the NEO's participation in the Company's Group RRSP or 401(k) Plan.
6.
All other compensation for Fiscal 2012 includes the compensation paid or payable to Messrs. Lazaridis and Balsillie in connection with their respective resignations as Co-CEOs and totaling $853,306 in the case of Mr. Lazaridis and $4,826,479 in the case of Mr. Balsillie.  See “Other Compensation (Benefits and Perquisites)” in Section D for a breakdown of these total amounts.  The amounts do not include the value of RSUs disclosed in Section D which accelerate upon departure from the Board of Directors since the value of the RSUs has been previously disclosed in prior year compensation.

Outstanding Stock Options and RSU Awards

The following tables indicate all outstanding stock options and RSUs for the Company’s NEOs by grant date and varying vesting schedules.  The details of each NEO’s RSU awards in Fiscal 2012 are set out in the section entitled “Long-Term Incentives/Equity”.

The vesting schedules and the terms of the NEOs’ outstanding stock option awards as of March 3, 2012 are as follows:

Number of Securities Underlying  Unrestricted Unexercised Options
 
Grant Date
 
Option Expiration Date
 
Vesting Schedule
 
Term
150,000
 
April 7, 2005
 
April 7, 2012
 
5 years - 20% per year
 
7 Years
25,000
 
August 4, 2005
 
August 4, 2012
 
5 years - 20% per year
 
7 Years
30,000
 
July 3, 2007
 
July 3, 2014
 
5 years - 20% per year
 
7 Years
480,000
 
October 10, 2007
 
October 10, 2013
 
5 years - 20% per year
 
6 years
135,000
 
December 27, 2007
 
December 27, 2013
 
5 years - 20% per year
 
6 years


The vesting schedules of the NEOs’ outstanding RSU awards as at March 3, 2012 are as follows:

Number of RSUs
 
Grant Date
 
Vesting Schedule1
117,500
 
April 6, 2009
 
3 years (Cliff)
1,666
 
April 6, 2009
 
3 years (Annual)
115,000
 
September 28, 2009
 
3 years (Cliff)
5,000
 
April 5, 2010
 
3 years (Annual)
13,333
 
June 29, 2010
 
3 years (Annual)
167,500
 
September 20, 2010
 
3 years (Cliff)
75,000
 
March 28, 2011
 
3 years (Annual)
450,000
 
September 19, 2011
 
3 years (Annual)
400,000
 
January 24, 2012
 
3 years (Annual)

1. 
Cliff vesting RSUs are time based and become fully vested only after three years of active employment.  Annual vesting RSUs are time based with 1/3 of the grant vesting on each anniversary of the grant date with the exception of RSUs granted on September 19, 2011 in respect of which 1/4 of the grant vests on the first anniversary and second anniversary, and 1/2 of the award vests on the third anniversary of the grant date.
 
 
 

 
40

The following table provides a summary of the outstanding stock options and RSU awards for each of the NEOs as of March 3, 2012.

 
Option-based Awards
Share-based Awards
Name and Principal Position
Number of Securities Underlying Unexercised Options (#)
 Option Exercise Price ($) CDN
Option Expiration Date
 Value of Unexercised In-the-Money Options ($)1
 Number of Shares or Units of Shares That Have Not Vested (#)
 Market or Payout Value of Share-based Awards That Have Not Vested ($)2
 Market or Payout Value of Vested Share-based Awards Not Paid Out or Distributed
($)2
Thorsten Heins
50,000
$115.40
27-Dec-13
-
     
President & CEO
       
547,500
$7,550,025
-
Mike Lazaridis
150,000
$29.73
7-Apr-12
-
     
Former President & Co-CEO
200,000
$114.58
10-Oct-13
-
     
         
225,000
$3,102,750
-
James L. Balsillie
200,000
$114.58
10-Oct-13
-
     
Former Co-CEO
       
225,000
$3,102,750
-
Brian Bidulka
25,000
$30.83
4-Aug-12
-
     
Chief Financial Officer
30,000
$73.48
3-Jul-14
-
     
 
50,000
$114.58
10-Oct-13
-
     
         
60,000
$827,400
-
James Rowan
60,000
$115.40
27-Dec-13
-
     
COO, Global Operations
       
149,166
$2,056,999
-
Karima Bawa
10,000
$114.58
10-Oct-13
-
     
Chief Legal Officer
       
80,833
$1,114,687
-
David Yach
20,000
$114.58
10-Oct-13
-
     
Chief Technology Officer, Software
25,000
$115.40
27-Dec-13
-
     
         
57,500
$792,925
-

1.
Canadian option values, calculated using the TSX closing price of Common Shares on March 2, 2012 and the in the money option exercise price, were converted to U.S. dollars using the Bank of Canada closing rate of 0.9886 on March 2, 2012.
2.
RSUs were valued using the NASDAQ closing price of Common Shares on March 2, 2012 of USD $13.79.
 
 
 

 
41

Incentive Plan Awards - Value Vested or Earned during Fiscal 2012

The following table provides a summary of the value of stock option and RSU awards which vested during Fiscal 2012 as well as the value of annual incentive compensation for Fiscal 2012.
 
Name and Principal Position
 Option-based Awards - Value Vested
During the Year ($)1
 Share-based Awards - Value Vested
During the Year ($)2
 Non-equity Incentive Plan Compensation - Value Earned
During the Year ($)3
Thorsten Heins
-
$71,950
$0
President & CEO
     
Mike Lazaridis
-
-
$0
Former President & Co-CEO
     
James L. Balsillie
-
-
$0
Former Co-CEO
     
Brian Bidulka
-
$136,000
$0
Chief Financial Officer
     
James Rowan
-
$164,815
$0
COO, Global Operations
     
Karima Bawa
-
$47,976
$0
Chief Legal Officer
     
David Yach
-
-
$0
Chief Technology Officer, Software
     

1.
The value of vested stock options awards was calculated using the applicable TSX closing price on the vesting date and converted to U.S. dollars using the Bank of Canada noon exchange rate on that date. The amounts reflect the value of the vested options assuming that they were exercised on the vesting date and not realized values.
2.
RSU awards were valued using the fair market value of Common Shares on the NASDAQ on the vesting date.
3. 
Short-Term Incentive compensation earned in CDN dollars was converted to U.S. dollars using the Bank of Canada average noon exchange rate of 0.9913 for Fiscal 2012.

Pension Plan Benefits (Retirement Savings)

The following table reflects the accumulated value in each NEO Group RRSP account as of March 3, 2012. The “Compensatory” column shows the Company contributions to the accounts of the NEOs during Fiscal 2012.  NEOs participate in the same Group RRSP offered to other Canadian-based employees of the Company and the Company matches their respective contributions on the same basis.

Name
Accumulated Value at Start of Year ($)1
Compensatory ($)2
Accumulated Value at Year End ($)3
Thorsten Heins
$101,073
$13,311
$129,087
President & CEO
     
Mike Lazaridis
$177,030
$3,874
$178,220
Former President & Co-CEO
     
James L. Balsillie
$93,880
$3,874
$99,807
Former Co-CEO
     
Brian Bidulka
$104,754
$11,664
$122,984
Chief Financial Officer
     
James Rowan
$69,735
$14,490
$95,646
COO, Global Operations
     
Karima Bawa
$150,155
$12,400
$176,643
Chief Legal Officer
     
David Yach
$171,436
$11,408
$189,852
Chief Technology Officer, Software
     

1.  
Accumulated values at the start of the year were converted to U.S. dollars using the Bank of Canada noon exchange rate of 0.9739 as of February 28, 2011.
2.
“Compensatory” values for the NEOs were converted to U.S. dollars using the Bank of Canada average noon exchange rate of 0.9913 for Fiscal 2012.
3.
Accumulated values at the end of the year were converted to U.S. dollars using the Bank of Canada noon exchange rate as of March 2, 2012.  The “accumulated values at the year-end” are not the sum of the “accumulated value at the start of the year” column, and the “compensatory” column, because different exchange rates are used in each case.
 
 
 

 
42

Termination and Change of Control Benefits

This section summarizes details of provisions in employment contracts and long-term incentive plans that would trigger payments by, or confer benefits from, the Company to the NEOs upon termination, change of control or retirement.  The Company has change of control and severance guidelines that cover the Executive Officers and certain other senior executives. These guidelines are designed to retain key members of management for the benefit of the Company and its shareholders by providing the executives with base line protection in the event of a termination of their employment without cause, including in connection with a change of control.  This section also summarizes the details of provisions in transition agreements for certain NEOs who resigned in Fiscal 2012 or will be leaving the Company in Fiscal 2013.

Employment Agreements

As of March 3, 2012, Mr. Heins is employed under a written employment contract that was entered into on January 21, 2012 in connection with his promotion to President and CEO of the Company.  Mr. Heins’ contract provides for the following in the event of termination of employment:

Termination Without Cause or for Good Reason.  In the event that Mr. Heins’ employment is terminated by the Company without cause or by him for good reason, the Company will (a) continue to pay his then current annual base salary for 24 months; (b) continue to make its regular contributions to continue (to the extent permitted by the Company’s carriers) all non-equity benefits for 24 months; and (c) pay his annual incentive for the fiscal year in which his employment is terminated on a prorated basis and at the time generally paid, based on actual corporate performance and an individual performance multiplier of 1.25.  In addition, Mr. Heins’ stock options and RSUs will continue to vest during the above noted 24 month period.

Termination in connection with a Change of Control (Double Trigger).  In the event that Mr. Heins’ employment is terminated by the Company without just cause or by him for good reason within 24 months after a change of control, the Company will (a) make a lump sum payment equal to two times his base salary at the time of termination; (b) continue to make its regular contributions to continue (to the extent permitted by the Company’s carriers) all non-equity benefits for 24 months; and (c) will pay him two times his target annual incentive at the time of termination. In addition, Mr. Hein’s stock options and RSUs will immediately and automatically become fully vested and exercisable for the shorter of 1 year following the date of termination and the applicable period of time under the governing plan or grant agreement.  The foregoing entitlements also arise if the termination of Mr. Hein’s employment occurs during a period prior to the effective date of a change of control but after which the Company has commenced discussions or negotiations with a potential acquirer which result in a change of control with such potential acquirer or any of its affiliates.

Mr. Bidulka is employed under a written employment contract that was entered into on August 4, 2005 and that was amended in May 2007.  Mr. Bidulka’s contract provides that termination of his employment with the Company upon a change in control would entitle him to a payment equal to six months’ base salary, target bonus and benefits at the time of such termination.

Ms. Bawa has a written agreement with the Company that provides for her continued support of the Company while it undertakes a search for a new Chief Legal Officer.  Upon her departure from the Company, she will provide reasonable ongoing cooperation to the Company, and has agreed to non-competition and non-solicitation covenants in favour of the Company.  Upon her departure she is entitled to payment of a lump sum amount equal to her then current base salary for a period of 24 months and continuation of all non-equity benefits for 24 months.
 
 
 

 
43

If the termination clauses under the respective employment contracts of Messrs. Heins and Bidulka as well as Ms. Bawa had been triggered on the last day of Fiscal 2012, the value of their entitlements would be as follows:

(USD Dollars)1
Base Salary
Annual Incentive
Benefits
Retirement Savings
Equity Awards2
Total
Thorsten Heins
$2,017,465
$1,576,144
$22,481
$23,438
$4,975,901
$8,615,429
(Termination)
           
Thorsten Heins
$2,017,465
$2,521,831
$22,481
$23,438
$7,550,025
$12,135,240
(Change of Control)