KUBR

OSC settlement over ten years of backdated options and misleading disclosure at RIM

Research In Motion Limited · Wireless technology

Governance failureRegulatory breach

The case in brief

Visible before detection

    Checks that could have surfaced it, on hindsight

    1

    Document authenticity / direct pull

    Board minutes and approval records would not match the grant dates used.

    Can mislead when: The company can refuse consent, and a refusal is itself a flag. Some banks and co-op banks are not on AA yet.

    2

    Governance signals

    The audit and compensation committees did not review option grants as the plan required.

    Can mislead when: Private companies file late, so these signals are lagging. Kubr uses them to support other flags, not to prove anything alone.

    3

    Books edit log

    Grant records would show dates set after the fact.

    Can mislead when: Logs can be disabled at database level (auditors qualified this in year one) or tampered with on export. Kubr needs the company to cooperate.

    4

    Regulatory & litigation records

    The TSX rules would show the minimum pricing the grants breached.

    Can mislead when: Court records lag and name spellings vary. A clean record can mean the problem has not reached court yet.

    Where Kubr services would have helped

    IC note

    Offered in India
    • C5 Board minutes and approval records would not match the grant dates used.
    • C8 The TSX rules would show the minimum pricing the grants breached.
    • C11 The audit and compensation committees did not review option grants as the plan required.

    Verified Snapshot

    Offered in India
    • C8 The TSX rules would show the minimum pricing the grants breached.
    • C11 The audit and compensation committees did not review option grants as the plan required.

    Financial diligence

    Offered in India
    • C5 Board minutes and approval records would not match the grant dates used.
    • C12 Grant records would show dates set after the fact.

    Legal diligence support

    Offered in India
    • C8 The TSX rules would show the minimum pricing the grants breached.
    • C11 The audit and compensation committees did not review option grants as the plan required.

    Mapped from the checks each service runs. A hindsight reading of public records, not a promise that the failure would have been found.

    A summary of public documents. It reports what the sources say. It is not Kubr's finding and not a statement of guilt.