Governance Reform at Research in Motion (RIM) Ltd.

The case looks at the board structure of Research in Motion Limited (RIM) since the probe of the Ontario Securities Commission (OSC) and Securities Exchange Commission (SEC) into the company's stock option granting practices in late 2006. Institutional investors, more specifically Northwest & Ethical Investments LP (NEI), were concerned about RIM's leadership and board structure in 2011 not because of non-compliance with regulations or accounting errors, but because of the drastic fall of the company's share price (see TN-Exhibit 1). Indeed, 2011 was a challenging year for RIM (see TN-Exhibit 2 for a list of events affecting RIM in 2011) as its launch of its tablet PlayBook was not as successful as compared to Apple's iPad 2. There was also increasing competition from Apple's iPhone 4S and other smartphones using the Android platform. In addition, a number of executives left the company in summer and early fall. There was also a service disruption, due to a failure of core switch in RIM's infrastructure, which interrupted email messages and internet services for millions of BlackBerry users over five continents in October 2011. Apart from these serious strategic and operational issues, institutional investors, more specifically NEI, questioned the dominance of executives on RIM's Board and asked for a split of the Chair and Co-CEO roles. In order to avert a showdown with shareholders at the Annual General Meeting (AGM) on July 12, 2011, RIM made an agreement with NEI to establish "a committee of independent directors to study its board structure, the merits of a lead director versus a chair, and the 'business necessity' for the company's co-CEOs to hold 'significant' board-level titles". This sets the theme of the case, i.e., assess RIM's board structure in 2011 and recommend resolutions to be included in the report due on January 31, 2012 to address the governance issues raised by NEI.

• Boards