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Directors of the registrant
Directors are elected at the annual meeting of shareholders, except that we can appoint directors in certain circumstances between annual
meetings. Each person who is appointed or elected to the board of directors will hold that position until the earliest of: (i) the close of the next
annual meeting of shareholders; (ii) the date he or she ceases to be a director by operation of law; or (iii) the date he or she resigns.
The committee on directors and the board of directors of the Company remain committed to ensuring an orderly succession, continuity and
renewal. This process was commenced in 2003 and resulted in the appointment of Dr. Bischoff and Mr. Manley in the second quarter of 2004.
On January 10, 2005, the committee on directors advised the board of directors that five of the current directors have decided not to stand for
re-election at our next annual and special meeting of shareholders to be held as soon as practicable after the completion and filing of the 2004
and 2003 audited annual financial statements (the “AGM”). These directors and the year of their initial election to the board of directors are:
Mr. Wilson (1991), Mr. Fortier (1992), Mr. Smith (1994), Mrs. Saucier (1997) and Mr. Blanchard (1997). All of the current members of the
board of directors who will not be standing for re-election at the next AGM are committed to continuing in their current roles until the next
AGM. The committee on directors has identified two additional candidates not listed below, who the board of directors expects will be
nominated at the next AGM for election as directors. The board of directors of the Company today appointed Mr. McCormick and Mr. Pearce
directors of the Company effective immediately after the filing with the United States Securities and Exchange Commission of this Annual
Report on Form 10-K of the Company for the year ended December 31, 2003. The board of directors of Nortel Networks Limited also
appointed Mr. McCormick and Mr. Pearce directors of Nortel Networks Limited, effective immediately after the filing with the United States
Securities and Exchange Commission of the Annual Report on Form 10-K of Nortel Networks Limited for the year ended December 31, 2003.
Set out below is certain information concerning the individuals who currently have been nominated to be elected as directors of the
Company at our next AGM and certain information concerning the five of our current directors who will not be standing for re-election at the
AGM.
138
ITEM 10. Directors and Executive Officers of the Re
g
istran
t
Name A
g
e Position with the Com
p
an
y
Dr. Manfred Bischoff 62 Director
The Hon. James Johnston Blanchard 62 Director (not standing for re-election)
Robert Ellis Brown 59 Director
John Edward Cleghorn 63 Director
L. Yves Fortier 69 Director (not standing for re-election)
Robert Alexander Ingram 62 Director
John A. MacNaughton 59 Nominee
The Hon. John Manley 55 Director
Richard D. McCormick 64 Nominee
William Arthur Owens 64 President and Chief Executive Officer and Director
Harry J. Pearce 62 Nominee
Guylaine Saucier 58 Director (not standing for re-election)
Sherwood H. Smith, Jr. 70 Director (not standing for re-election)
Lynton Ronald Wilson 64 Chairman (non-executive) and Director (not standing for re-
election)