What changed in this filing

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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-04-01 · 35 added, 56 removed, 179 unchanged (34% of the section changed)

33 unchanged sentences

Disbrow (Chair), Ms., Dr.

Smaldone Alsup, Ms.

Stymiest and Mr.

Smaldone Alsup 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.

4 unchanged sentences

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 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.

Disbrow serves on the President’s Export Council and is a Commissioner on the Congressional Planning, Programming, Budgeting & Execution Reform Commission.

Disbrow is also the Chair of the NobleReach Foundation, as well as a director of CACI International Inc, Mercury Systems and SparkCognition, Inc.

In addition, she is a Senior Fellow at the Johns Hopkins University Applied Physics Lab and the Vice Chair of the National Defense Industrial Association.

Previously, 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.

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

Air Force and was the Senate-confirmed chief financial officer of the Air Force, as the Assistant Secretary for Financial Management and Comptroller.

Laurie Smaldone Alsup – Dr.

5 unchanged sentences

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.

6 unchanged sentences

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.

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.

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 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.

Securities Exchange Act of 1934, as amended.

18 unchanged sentences

(i) strategy and innovation, (ii) operations, (iii) legal, compliance and reputation, and (iv) financial management and reporting.

The Company’s risk profile is regularly assessed against the risk appetite statement, which is reviewed and updated as the Company’s business strategy and operating environment evolve.

The Company’s risk profile is assessed against the risk appetite statement, which is reviewed and updated as the Company’s business strategy and operating environment evolve.

Risk Governance and Oversight

7 unchanged sentences

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 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 RMCC reviews the Company’s risk dashboard 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 RMCC meets at least quarterly with the Chief Risk Officer serving as the Chair.

Phil Kurtz, the Company’s Chief Legal Officer and Corporate Secretary, 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.

2 unchanged sentences

Since June 2015, the Chief Information Officer or Chief Information Security Officer has provided regular updates to the Board on the advancing maturity of the Company’s cybersecurity program, including reports on threat monitoring, penetration testing, vulnerability remediation, encryption efforts and compliance activities.

The updates also include reports on the Company’s third-party cybersecurity accreditations and certifications, including the Company’s progress toward achieving SOC 2 certification, and on the advancement of the Company’s security posture.

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 updates also include reports on the Company’s third-party cybersecurity accreditations and certifications and on improvements to processes, technology and governance to mitigate threats and advance the Company’s security posture.

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.

7 unchanged sentences

The system allows individuals to make whistleblower reports, including anonymously, to the Company or directly to the Chair of the Audit and Risk Management Committee via the BlackBerry EthicsLink system and enables the Company or the Chair of the Audit and Risk Management Committee, as appropriate, to follow up directly with the reporter while maintaining his or her anonymity.

Employees have been advised of the whistleblower program as part of the Company’s annual Code acknowledgement program.

Employees are advised of the whistleblower program as part of the Company’s annual Code acknowledgement program.

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

1 unchanged sentence

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.

Phil Kurtz, the Company’s Chief Legal Officer and Corporate Secretary, reports to the Audit and Risk Management Committee at least quarterly on compliance matters in his capacity as Chair of the RMCC.

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.

If the Company makes any substantive amendments to the Code or grants any waiver, including any implicit waiver, from a provision of the Code to the Chief Executive Officer or Chief Financial Officer, the Company 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 2023.

20 unchanged sentences

333-192986), filed with the SEC on December 20, 2013)

4.2 Trust Indenture, dated September 7, 2016, by and among BlackBerry Limited, as the issuer, the guarantors named therein, and BNY Trust Company of Canada, as trustee, providing for the issue of 3.75% Convertible Unsecured Debentures due November 13, 2020 (including form of Debenture) (incorporated by reference to Registrant’s Report on Form 6-K, furnished to the SEC on September 8, 2016)

4.2 Description of Registered Securities (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K (File No.

1 unchanged sentence

4.3 Indenture dated September 1, 2020 (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed by the Company on September 2, 2020)

4.5 First Supplemental Indenture dated August 28, 2020 (incorporated by reference to Exhibit 4.2 to the current report on Form 8-K filed by the Company on September 2, 2020)

4.6 Second Supplemental Indenture dated August 28, 2020 (incorporated by reference to Exhibit 4.3 to the current report on Form 8-K filed by the Company on September 2, 2020)

4.4 Form of 1.75% Convertible Unsecured Debentures due November 13, 2023 (included in Exhibit 4.3)

10.1† Amended and Restated BlackBerry Limited Equity Incentive Plan Amended and Restated Deferred Share Unit Plan for Directors (incorporated by reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K (File No.

12 unchanged sentences

001-38232), filed with the SEC on April 7, 2020)

10.8† Employment agreement with Billy Ho, dated March 17, 2020 (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed by the Company on June 25, 2020)

Amended and restated employment agreement with Tom Eacobacci, dated May 3, 2021 (incorporated by reference to Exhibit 10.1 to the quarterly report on Form 10-Q filed by the Company on June 25,2021)

Employment agreement with Marjorie Dickman, dated January 6, 2020 and amended employment agreement, dated January 4, 2021 (incorporated by reference to Exhibit 10.2 to the quarterly report on Form 10-Q filed by the Company on June 25,2021)

Time-based restricted share unit agreement with Tom Eacobacci, dated June 15, 2020 (incorporated by reference to Exhibit 10.3 to the quarterly report on Form 10-Q filed by the Company on June 25,2021)

Performance-based restricted share unit agreement with Tom Eacobacci, dated June 15, 2020 (incorporated by reference to Exhibit 10.4 to the quarterly report on Form 10-Q filed by the Company on June 25,2021)

Patent Sale Agreement (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed by the Company on January 31, 2022) including Exhibit A thereto and Exhibit B-1 thereto

Employment agreement with John Giamatteo, dated August 3, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on June 24, 2022)

Employment agreement with Mattias Eriksson, dated April 13, 2021 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on June 24, 2022)

Patent Sale Agreement with Catapult IP Innovatio ns Inc., dated January 29 , 2022 , including Exhibit A thereto and Exhibit B-1 thereto ( incorporated by reference to Exhibits 10.1, 10.1.1 and 10.1.2 to the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 3, 2022)

Patent Sale Agreement with Malikie Innovations Limited, dated March 20, 2023 , including Exhibit A-1 thereto, Exhibit A-2 thereto and Exhibit B-1 thereto

21* List of subsidiaries

23.1* Consent of PricewaterhouseCoopers LLP

23.2* Consent of Ernst and Young LLP

31.1* Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a)

18 unchanged sentences

BLACKBERRY LIMITED

April 1, 2022 By:

March 31, 2023 By:

/s/ John Chen

5 unchanged sentences

/s/ JOHN CHEN

Executive Chairman and Chief Executive Officer (Principal Executive Officer) April 1, 2022

Lead Director April 1, 2022

Executive Chairman and Chief Executive Officer (Principal Executive Officer) March 31, 2023

Lead Director March 31, 2023

/s/ MICHAEL DANIELS

Director April 1, 2022

Director March 31, 2023

Michael Daniels

/s/ TIMOTHY DATTELS

April 1, 2022

March 31, 2023

Timothy Dattels

/s/ LISA DISBROW

April 1, 2022

March 31, 2023

/s/ RICHARD LYNCH

April 1, 2022

March 31, 2023

Richard Lynch

/s/ LAURIE SMALDONE ALSUP

April 1, 2022

March 31, 2023

Laurie Smaldone Alsup

/s/ BARBARA STYMIEST

Director April 1, 2022

Barbara Stymiest

/s/ WAYNE WOUTERS

Director April 1, 2022

Director March 31, 2023

Wayne Wouters

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures