10-05-13 02:52 AM
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  1. icedkermit's Avatar
    They almost all have that power crap going to their heads at her (nosebleed) level.

    Plus she's a 12 handicap! Come on now!


    She's not leading it. Thorsten Heins, the CEO of BBRY, is.
    This is from BBRY's Management Information Circular

    The Board of Research In Motion Limited (the “Corporation”) is responsible for supervising the management of the Corporation’s business and affairs. The Board makes major policy decisions, delegates to management the authority and responsibility for the day-to-day affairs of the Corporation and reviews management’s performance
    and effectiveness on an ongoing basis.


    From time to time, the Board may delegate certain duties and responsibilities to committees comprised of its member directors (“Directors”). The Board has formed three standing committees – the Audit & Risk Management Committee, the Compensation, Nomination & Governance Committee, and the Strategic Planning Committee – to perform certain delegated duties and responsibilities in accordance with their respective charters. From time to time, the Board may also establish special committees to review and make recommendations on specific matters. Any
    delegation to a standing or special committee does not relieve the Board of its overall responsibilities. The Board may engage the services of independent advisors to assist the Board in fulfilling its duties and responsibilities. Committees of the Board also may engage the services of independent advisors in accordance with their respective charters.

    1. RESPONSIBILITIES OF THE BOARD
    "Specific responsibilities of the Board include:
    1) ensuring that a culture of integrity is created throughout the organization;
    2) overseeing and approving the Company’s strategic initiatives and the implementation of such initiatives;
    3) assessing the principal business risks of the Company;
    4) overseeing the Company’s compliance activities, including in the areas of legal/regulatory compliance and corporate policies within the purview of the Board;
    5) reviewing the Company’s organizational structure and succession planning;
    6) monitoring the Chief Executive Officer’s performance (including his or her monitoring of other senior management), approving his or her compensation and reviewing the Company’s overall compensation policy for senior executives;
    7) adopting and monitoring a disclosure policy for the Company;
    8) monitoring the integrity of internal control and management information systems; and
    9) developing the Company’s approach to corporate governance.

    The Board oversees succession planning activities that are primarily focused on the Executive Officers of the Company and addresses, among other things, position descriptions, potential internal successors and the state of readiness of such successors. The succession plan also reviews executive turnover and open or pending executive requisitions. The Board, including its CNG Committee, periodically reviews and monitors the succession plan. The plan is updated as deemed appropriate."


    BOARD CHAIR AND RESPONSIBILITIES
    "The Directors will elect one of the Directors to be the Board Chair. The Chair will be “independent” within the meaning of applicable securities laws and stock exchange rules. The Chair will facilitate the effective functioning of the Board independently of management of the Corporation and will provide independent leadership to the Board.

    The responsibilities of the Chair will include, among other things, the following:
    1) Assume primary responsibility for the independent and effective operation of the Board while maintaining a close working relationship with senior management of the Corporation;
    2) Act as liaison between the Board and the Chief Executive Officer;
    3) In consultation with the Chief Executive Officer, take appropriate steps to foster an effective relationship between senior management personnel and the Board;
    4) Lead the Board in monitoring and influencing strategic management;
    5) Ensure that the responsibilities of the Board are well understood by both the Board and management of the Corporation and the boundaries between the Board and management of the Corporation are clearly understood and respected;
    6) Together with the other members of the Board, develop and maintain appropriate processes for the evaluation of the Chief Executive Officer and other senior management;
    7) Lead and oversee compliance with the governance policies of the Board;
    8) Ensure that the independent Directors have the opportunity, at each quarterly scheduled meeting, to meet without management personnel and non-independent Directors present;
    9) Together with the other members of the Board, develop and maintain procedures to regularly assess the effectiveness of the Board, its committees and individual Directors, and ensure that the Board has sufficient resources to conduct its business independently in accordance with the principles set out in this Mandate and applicable law;
    10) Consult with the Board, the Chief Executive Officer and the Corporate Secretary to set board agendas that are based on the responsibilities of the Board and reflect current priorities and require that materials and any information sent to the Board are appropriate and timely;
    11) Oversee and facilitate the proper flow of information to the Board from Management;
    12) Convene and chair meetings of the Board and sessions of the Board consisting exclusively of independent directors in a manner that facilitates debate and encourages Director participation;
    13) Attend committee meetings as appropriate;
    14) Communicate with Directors between meetings as appropriate;
    15) Be available for consultation and direct communication with shareholders and other stakeholders, as considered appropriate;
    16) Chair annual and special meetings of the shareholders of the Corporation; and
    17) Perform such other duties and responsibilities as may be determined by the Board from time to time."

    Her role in this failure is just a big as Thorsten's.
    milo53 likes this.
    09-27-13 03:46 PM
  2. just_say_no_to_crack's Avatar
    So who know a global player in these legal matters who would represent a class and has won? I am up for contacting them and getting the ball rolling
    09-27-13 03:50 PM
  3. mset's Avatar
    [The Chairwoman of the Board of Director's] role in this failure is just a big as Thorsten's.
    Absolutely, unequivocally untrue. The buck stops with the CEO. Always has, always will.
    09-27-13 03:58 PM
  4. icedkermit's Avatar
    Absolutely, unequivocally untrue. The buck stops with the CEO. Always has, always will.
    Read points 2 & 6 of the responsibilities of the board. She's there to represent shareholders. She essentially hired Thorsten Heins and has the power to fire him. It's misleading to think that the buck stops with the CEO - I agree, the CEO is typically the face of the company and is in charge of the day-to-day. The bigger picture person is the chair - they're supposed to work for the shareholders and the buck stop with her.
    09-27-13 04:11 PM
  5. mset's Avatar
    The bigger picture person is the chair - they're supposed to work for the shareholders and the buck stop with her.
    Absolutely, unequivocally wrong. The CEO is the person in charge. The buck stops with the CEO. It doesn't matter how many times you try to remake Western corporate structure in a way that suits your needs. The guy at the top is the Decider.
    09-27-13 04:13 PM
  6. collinc93's Avatar
    loool Comedy Central...I mean Crackberry Central...I mean never mind
    09-27-13 04:21 PM
  7. jgrobertson's Avatar
    The earlier statements from Heinz about "good shot a becoming number 3" seem to me to be a vulnerability. Did they know how things were going at that time? I suspect not. I suspect they believed their own hype. Otherwise, they would not have a warehouse full of Z10 right now or have bought an executive Jet.
    09-27-13 05:01 PM
  8. Bigbacala's Avatar
    My opinion about businesses, organizations and different levels of government in general has been that in order to be the leaders of any company or organization or government that in reality you have to have some degree of intelligence whatever that degree may be.

    When you have a group of these individuals then again there should be some degree of intelligence.
    When these groups either in business or government come up with decisions that make absolutely no sense at all to all outside observers in the end it always points to one common denominator. CORRUPTION!


    Posted via CB10
    09-27-13 07:00 PM
  9. Fuzzballz's Avatar
    If you don't even know whom to contact about a shareholder lawsuit, you have no business starting a shareholder lawsuit. Leave it up to the guys who know what they're doing. They will show up in short order.
    10-02-13 11:02 AM
  10. danprown's Avatar
    I largely agree with you on the outcome of any potential case, however:

    You place an undue reverence to Stymiest's credentials. She is a corporate climber. She has never run a business. She is part of the 'Toronto Establsihment' -- white, anglo, business school, then on to accounting, then a bank, RBC at that. The few Canadian banks are as cushioned from the vagaries of business as possible. She is just the token white female. Not saying she is not "smart" or that it is not tough to be the only woman on the golf course, but let's call a spade a spade. She has been on RIM's board since 2007. In her time, she has seen the largest OSC settlement in history when Jim B and Mike L. were caught red-handed stealing $250 MM from shareholders by backdating stock options.

    You are right there are few cases of boards and CEOs held civilly liable for malfeasance in Canada. However, there are a lot of factors, one being is that there used to be confusion whether OSC investigation precluded class actions, and the relative lack of class action lawyers in Canada. Canada also suffers from lack regulatory "teeth." The Conrad Black case is illustrative: he was prosecuted by the US, and ultimately convicted on violating a court order (a Canadian court order not to remove materials from his office and what have been the punishment in Canada for that -- a slap on the wrist). Secondly, his decisions were rubber-stamped by a couple of Tory's lawyers but again that did not made them "legal." In fact these Tory partners are no longer with the firm and their rubber-stamping -- no doubt encouraged by their fellow partners to get the Hollinger business -- almost bankrupted the private insurance exchange maintained by the big Toronto law firms for malpractice.

    Having said that, as sleepingbear suggested, the civil action will stem from the "opression remedy" provisions in the Ontario Business Act, which if you read them are quite expansive and if you see the caselaw, shareholders in smaller corporations have found out the harder way that you cannot do what you want.

    In this case, the viable action could be that PW and the board have in essense created a poison pill by the break-up fee and the euro-troika's 80 mil compensation, which would have deterred a rival bid. To have a chance of success, however, there must be a rival bid. In the absense of a rival bid, the question becomes is shareholder value unlocked better by a winding up process than by having a couple of insiders (PW, ML) take the company private. That would depend on the cost of shutting down the business. We have no number from BBRY as to why selling everything will or will not fetch more than $9. The fact they have agreed to the break-up fee suggests they have had legal and accounting advice that has told them the cost of shutting down the business and selling everything will distribute less than $9. However, I would like to see that report since it is not out of the question Tory's has rubber-stamped the numbers.

    Again, you're reaching a loooong ways. Barbara Stymiest isn't Bernie Madoff, and there is about a 0.001% chance that she did anything wrong. The typical fan boy response to this fact?

    'How do you know? You don't know that!'

    Proving it won't be tricky, it will be impossible. Because there's nothing to prove. Again, I'm not saying the system isn't rigged to benefit insiders, just that there isn't anything illegal about what has occurred.
    10-02-13 12:07 PM
  11. milo53's Avatar
    What a mess.
    10-02-13 12:22 PM
  12. russworman's Avatar
    Here is an article to ponder if you don't like the Fairfax offer... http://www.valuewalk.com/2013/10/bla...urn-2-billion/ it might get worse for investors without the deal

    Posted via CB10
    10-03-13 08:18 PM
  13. Dirtymike14's Avatar
    So what im getting from this is that the OP wants to sue blackberry because things didn't go their way...Well guess what OP, s*** happens, companies go down, it happens all the time. You can't put the blame on a single person for what's happening to blackberry, it was a whole chain of events that lead up to this moment. Man up and realize that life still goes on even if things don't go your way

    My z10 is a Leafs fan
    10-03-13 08:29 PM
  14. danprown's Avatar
    I feel your sentiment, but you are a bit misinformed.

    In Canada, the board does not owe a fiduciary duty to the shareholders. Their only fiduciary duty is to the corporation. The shareholder's (along with the creditors' and security holders') interest is protected by law -- various securities laws and the "opression remedy" in the OCBA. The shareholders, depending on the by-laws, can always enact a special resolution to protect their own interests, and/or ask the court for protection of their interest.

    Violating their fiduciary duty towards shareholders. The Board of Directors is supposed to be voted in by shareholders to represent shareholders. The Chair, Barbara Stymeist is supposed to be in charge of hiring the CEO, she sits on most if not all of the committees - strategic planning, audit, compensation. There's no way Thorsten's pay package should have been approved. The compensation committee paid bonuses based on BB10's launch exceeding expectations. Most people don't actually read everything the company files. I highly recommend people go through the Management Information Form - it's absolutely offensive.
    10-04-13 01:19 PM
  15. danprown's Avatar
    Not pursuing your legal rights is not a question of "manning up." Proper levels of pugnacity, testosterone, truculence and belligerence have no role in determining whether the board has not met their duty of care or their conduct has oppressed small time shareholders.


    So what im getting from this is that the OP wants to sue blackberry because things didn't go their way...Well guess what OP, s*** happens, companies go down, it happens all the time. You can't put the blame on a single person for what's happening to blackberry, it was a whole chain of events that lead up to this moment. Man up and realize that life still goes on even if things don't go your way

    My z10 is a Leafs fan
    10-04-13 01:23 PM
  16. icedkermit's Avatar
    I feel your sentiment, but you are a bit misinformed.

    In Canada, the board does not owe a fiduciary duty to the shareholders. Their only fiduciary duty is to the corporation. The shareholder's (along with the creditors' and security holders') interest is protected by law -- various securities laws and the "opression remedy" in the OCBA. The shareholders, depending on the by-laws, can always enact a special resolution to protect their own interests, and/or ask the court for protection of their interest.
    You're wrong.
    -For a general view: Board of directors - Wikipedia, the free encyclopedia
    - As specifically related to BBRY: Corporate Governance - Canada
    Read Mandate of the Board of Directors.
    10-04-13 03:14 PM
  17. danprown's Avatar
    No I am not. If you'd like, read a summary here: http://www.canadianlawyermag.com/Web...rporation.html. Also read the Supreme Court of Canada decision. BBRY is incorporated under Ontario law.

    You're wrong.
    -For a general view: Board of directors - Wikipedia, the free encyclopedia
    - As specifically related to BBRY: Corporate Governance - Canada
    Read Mandate of the Board of Directors.
    10-04-13 03:39 PM
  18. Dirtymike14's Avatar
    Not pursuing your legal rights is not a question of "manning up." Proper levels of pugnacity, testosterone, truculence and belligerence have no role in determining whether the board has not met their duty of care or their conduct has oppressed small time shareholders.
    No but "manning up" does determine how you react to the situation without blackberry right now, and I'm sorry but it sounds kind of whiney and b**chy

    My z10 is a Leafs fan
    10-04-13 05:23 PM
  19. richardat's Avatar
    Actually, you're right. My apologies. I read the post but got distracted and left the response window open, came back to respond, and neglected that part.

    That's ridiculous for sure. Again, though, the chances that a person of Stymiest's stature knowingly signed off on something illegal are so low that the only possibility is that if something illegal happened, she wasn't aware or involved. She's the creme de la creme of the Canadian business community, and the smartest person in the room. At the risk of sounding like a broken record, I am not arguing that these deals aren't obscene, I'm just saying that there's an extremely low chance of criminal charges.
    I tend to agree with you, though I would caution...never underestimate the ability of corporate bigwigs to inexplicably blunder!! LOL. Goodness knows why....some psychologists even float theories that it is subconscious self-sabotage! In any case, I think detachment from reality in a corporate bubble, and overwhelming power, money and privilege sometimes lead to an arrogance which blinds them.

    Having said that, I don't think it 's likely. First, my gut feeling is that their was a sincere - though totally inept attempt to act in the best interest of shareholders - which in my opinion was NOT to sell BB10, but to try to sell the company earlier. In addition, while i have no doubt backroom agreements and handshakes have been arranged for the major players to get their cushy exits in order, I doubt it can be charged and proven.

    If in fact, I'm wrong, and the deeper conspiracies exist, as you say, I think if that level of planning occurred, it is likely an equally comprehensive cover-up was conducted.
    10-05-13 02:52 AM
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