Research In Motion on Thursday said it would consider splitting its Chief Executive and Chairman roles ahead of its annual shareholder meeting next month. Jim Balsillie and Mike Lazaridis currently each occupy both roles, and the pair have been the targets of much criticism from shareholders, analysts and the media since RIM’s earnings call earlier this month. The company said in a statement that it would assemble a committee of independent directors to study the CEO and board roles, and then make recommendations. The news follows an anonymous plea made by a senior RIM executive that was published exclusively by BGR earlier on Thursday. RIM responded by stating that the company is “in a solid business and financial position to tackle the opportunities ahead,” and that it “is more committed than ever to serving its loyal customers and partners around the world.” RIM’s full press release follows below.
RIM and NEI Investments Announce Withdrawal of Shareholder Proposal; RIM Committee to Review Matter Raised by Proposal
Waterloo, ON –
Research In Motion Limited (“RIM”) (Nasdaq: RIMM; TSX: RIM) and Northwest & Ethical Investments L.P. (“NEI Investments”) announced today that, following discussions between them, NEI Investments has decided to withdraw its proposal that was to be considered at the RIM Annual General Meeting. The proposal asked that RIM’s Board of Directors adopt a policy that divides the role of Chair and CEO, and that RIM have an independent Chair. The parties have agreed that RIM’s Board will establish a Committee of independent directors whose mandate will generally be to (i) study the appropriate balance between an independent lead director or chair with full and exclusive authority customarily held by such an office holder, (ii) determine the business necessity for RIM’s Co-CEOS to have significant Board level titles to assist their selling and other responsibilities with certain large customers in overseas markets, and (iii) propose and provide a rationale for a recommended governance structure for RIM, which will include clarifications of the Co-CEOs and Chair roles, as well as the Board’s mandate. The Committee will consult with NEI Investments in developing the specific terms of reference for this mandate and before it issues its report by January 31, 2012. The Board will publicly respond to the recommendations of the Committee within 30 days.
As a result, the proposal will no longer be presented at the Annual General Meeting and no vote will be taken on the proposal at the meeting. RIM and NEI Investments are pleased to have reached an agreement on this matter, and these important issues of corporate governance will receive further consideration at the RIM Board level.