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Item 9A. Controls and Procedures

2022-04-01 compared with 2021-03-31 · 59 added, 65 removed, 176 unchanged (41% of the section changed)

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OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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Applicable securities laws require that, subject to certain exceptions, all members of the Audit and Risk Management Committee be “independent” under Sections 1.4 and 1.5 of National Instrument 52-110 of the Canadian Securities Administrators - Audit Committees and the rules and regulations of the NYSE, and “financially literate”, meaning that the committee member has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to those issues reasonably expected to be raised by the Company’s financial statements.

Stymiest (Chair), Ms.

Smaldone Alsup and Mr.

Disbrow (Chair), Ms., Dr.

Smaldone Alsup, Ms.

Stymiest and Mr.

Wouters are the members of the Audit and Risk Management Committee, and each is an independent director of the Company and financially literate, based on his or her education and experience as described below.

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The specific education and experience of each member that is relevant to the performance of his or her responsibilities as such member of the Audit and Risk Management Committee are set out below:

Barbara Stymiest, FCPA, FCA (Chair) – Ms.

Stymiest has an HBA from the Richard Ivey School of Business, University of Western Ontario and an FCA from the Chartered Professional Accountants of Ontario.

From 2004 to 2011, Ms.

Stymiest held various senior management positions in the Royal Bank of Canada and served as a member of the Group Executive responsible for the overall strategic direction of the Company.

Prior to this, Ms.

Stymiest held positions as Chief Executive Officer at TMX Group Inc., Executive Vice-President & CFO at BMO Capital Markets and Partner of Ernst & Young LLP.

Stymiest is currently a director of George Weston Limited, Sun Life Financial Inc., University Health Network and the Canadian Institute for Advanced Research.

Lisa Disbrow – Ms.

Lisa Disbrow (Chair) – Ms.

Disbrow has a BA from the University of Virginia, an MA from The George Washington University in International Relations, and an MS from The National War College in National Strategy.

She was the Senate-confirmed Under Secretary of the United States Air Force from January 2015 to June 2017, the second senior-most official leading a global organization of over 660,000 personnel and an annual budget exceeding $135 billion.

Disbrow served as Acting Secretary of the U.S.

Air Force from January 2017 to May 2017.

She was also the Senate-confirmed, chief financial officer of the Air Force from 2014 through 2018, as the Assistant Secretary for Financial Management and Comptroller.

Disbrow was commissioned into the U.S.

Air Force in 1985 and retired after 23 years as Colonel having worked primarily in intelligence operations, operational plans, and program budgeting.

Over the course of her federal civilian career, she held leadership and analytic positions at the White House, on the Joint Staff and at the National Reconnaissance Office.

Disbrow is a director of Mercury Systems, Inc., Perspecta Inc., Hensoldt, Inc., and the Sequa Corporation.

She served over 30 years in senior civilian and military positions in the U.S.

government and was the Senate-confirmed Under Secretary of the United States Air Force from January 2015 to June 2017.

Disbrow also served as Acting Secretary of the U.S.

Air Force from January 2017 to May 2017 and was the Senate-confirmed, chief financial officer of the Air Force from 2014 through 2018, as the Assistant Secretary for Financial Management and Comptroller.

Disbrow serves as Chair of Hensoldt, Inc.

and the Logistics Management Institute, and as a director of CACI International Inc, Mercury Systems, Inc., SparkCognition, Inc.

and the Sequa Corporation.

She is also a Senior Fellow at the Johns Hopkins University Applied Physics Lab.

Laurie Smaldone Alsup – Dr.

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Smaldone Alsup was President and Chief Scientific Officer), a leading drug development consulting company.

She previously served in clinical and regulatory roles of increasing responsibility and scope while at Bristol Myers Squibb, including Senior Vice President of Global Regulatory Science, where she also developed and led Business Risk Management for the company.

In addition, she served as CEO of Phytomedics, an early stage biopharmaceutical company focused on arthritis and inflammation.

Smaldone Alsup has extensive risk

management and executive leadership experience and is a director of Arvinas, Inc., Kinnate Biopharma Inc.

She was previously Chief Executive Officer of Phytomedics, an early-stage biopharmaceutical company focused on arthritis and inflammation, prior to which she held clinical and regulatory leadership roles at Bristol Myers Squibb, including Senior Vice President of Global Regulatory Science, where she also developed and led Business Risk Management for the company.

Smaldone Alsup is a director of Arvinas, Inc., Kinnate Biopharma Inc.

and Theravance Biopharma, Inc.

Barbara Stymiest, FCPA, FCA – Ms.

Stymiest has an HBA from the Richard Ivey School of Business at Western University and holds the FCPA and FCA designations from the Chartered Professional Accountants of Ontario.

From 2004 to 2011, Ms.

Stymiest held various senior management positions in the Royal Bank of Canada and served as a member of the Group Executive responsible for the overall strategic direction of the Bank.

Prior to this, Ms.

Stymiest held positions as Chief Executive Officer at TMX Group Inc., Executive Vice-President & CFO at BMO Capital Markets and Partner of Ernst & Young LLP.

Stymiest is currently Chair of the Audit Committee of Sun Life Financial Inc.

and a director of George Weston Limited, President’s Choice Bank, and the Canadian Institute for Advanced Research.

She is also a Vice-Chair and trustee of the University Health Network.

Wayne Wouters – Mr.

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Wouters was Secretary of the Treasury Board of Canada and served in deputy ministerial and other senior positions in the Canadian public service.

He is currently Strategic and Policy Advisor to McCarthy Tétrault LLP and a director of Champion Iron Limited and Canadian Utilities Limited.

In 2017, he was invested into the Order of Canada as an officer.

He is currently Strategic and Policy Advisor to McCarthy Tétrault LLP and a director of Champion Iron Limited, Canadian Utilities Limited and Foran Mining Corporation.

He was inducted by the Prime Minister as a member of the Privy Council in 2014 and was he was invested into the Order of Canada as an officer in 2017.

Wouters has extensive experience with economic policy and international trade matters, which included oversight of multi-billion dollar budgets on behalf of the Government of Canada.

The Board has also determined that each of Ms.

Stymiest and Ms.

Disbrow is an audit committee financial expert within the meaning of General Instruction B(8)(a) of Form 10-K under the U.S.

Disbrow and Ms.

Stymiest is an audit committee financial expert within the meaning of General Instruction B(8)(a) of Form 10-K under the U.S.

Securities Exchange Act of 1934, as amended.

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Risk exposures are identified and mitigated at a granular level through various ongoing management activities including business planning, operations management, reporting, and process improvement projects.

• Oversight of business unit management is provided by the second line of defense, the Security Risk and Compliance Committee (“SRCC”), which meets at least quarterly and is supported by various compliance, security and control

The SRCC is composed of manager representatives from each major business group and provides strategic direction by defining key policies, identifying emerging risk trends, and sponsoring training.

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The internal audit function may also review the governance structures and mandates of the first two lines of defense.

Additional governance and oversight is provided by t he risk management and compliance council (“RMCC”), a council of internal senior leaders which oversee the risk management activities undertaken by business group management and the SRCC.

The RMCC meets at least quarterly with the Chief Risk Officer serving as the Chair.

Additional governance and oversight is provided by the Risk Management and Compliance Council (“RMCC”), a council of internal senior leaders which oversee the risk management activities undertaken by business group management and the SRCC.

The RMCC reviews the Company’s risk profile, risk criteria and limits, and monitors remediation activities to address gaps.

The RMCC also approves the risk appetite statement and promotes a culture of risk management and compliance across the Company.

The Chief Risk Officer provides regular reporting to the Board and the Audit and Risk Management Committee on the Company’s risk profile and the activities overseen by the RMCC.

The RMCC reports to the Chief Executive Officer and meets at least quarterly with the Chief Risk Officer serving as the Chair.

Randall Cook, the Company’s Chief Legal Officer, serves as the Chief Risk Officer and reports to the Audit and Risk Management Committee, at least quarterly, on the activities of the RMCC.

The Board is ultimately responsible for overseeing the Company’s risk identification, assessment, management, monitoring and reporting activities.

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The Company is executing on a multi-year cybersecurity resiliency improvement plan to improve processes, technology and governance to mitigate threats, and in fiscal 2021 proactively developed a COVID-19 cybersecurity threat response plan.

The Company also includes risks related to climate change and other environment al, social and governance (“ESG”) considerations as part of its enterprise risk management process.

The Company also includes risks related to climate change and other environment al, social and governance considerations as part of its enterprise risk management process.

Ethical Business Conduct and Code of Business Standards and Principles

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Management reports on the status of whistleblower reports to the Audit and Risk Management Committee at its quarterly meetings.

The Company has not filed any material change report since the beginning of Fiscal 2020 that pertains to any conduct of a director or executive officer that constitutes a departure from the Code.

In addition, the Board is responsible for overseeing, directly and through its committees, an appropriate compliance program for the Company.

The Company’s Risk Management and Compliance Council (the “RMCC”), a council of internal senior leaders which supports the Company’s enterprise risk management activities, and the Company’s Security Risk and Compliance Committee oversee and assist management in maintaining the Company’s compliance program and policies.

The RMCC reports to the Chief Executive Officer and meets at least quarterly with the Chief Risk Officer serving as the Chair.

The Chair of the RMCC also makes a report to the Audit and Risk Management Committee, at least quarterly, on its activities.

Randall Cook,

the Company’s Chief Legal Officer and Corporate Secretary, serves as the Chief Compliance Officer and Chief Risk Officer of the Company.

The Code is available on the Company’s website at us.blackberry.com/company/investors/corporate-governance.html, or upon request to the Corporate Secretary of the Company at its executive office, 2200 University Avenue East, Waterloo, Ontario, N2K 0A7.

If we make any substantive amendments to the finance code of ethics or grant any waiver, including any implicit waiver, from a provision of the code to our Chief Executive Officer or Chief Financial Officer, we will disclose the nature of the amendment or waiver on that website or in a report on Form 8-K.

The RMCC and SRCC oversee and assist management in maintaining the Company’s compliance program and policies.

Randall Cook, the Company’s Chief Legal Officer, serves as Chair of the RMCC and as Chief Compliance Officer of the Company and reports to the Audit and Risk Management Committee at least quarterly on compliance matters.

The Code is available on the Company’s website at https://www.blackberry.com/us/en/company/corporate-responsibility, or upon request to the Corporate Secretary of the Company at its executive office, 2200 University Avenue East, Waterloo, Ontario, N2K 0A7.

If we make any substantive amendments to the Code or grant any waiver, including any implicit waiver, from a provision of the Code to our Chief Executive Officer or Chief Financial Officer, we will disclose the nature of the amendment or waiver on that website or in a report on Form 8-K.

The Company did not grant any such waiver in fiscal 2022.

EXECUTIVE COMPENSATION

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