Filter
Top Products
Section 16(a) beneficial ownership reporting compliance
Section 16(a) of the United States Securities Exchange Act of 1934 requires directors and executive officers of the Company to file reports
concerning their ownership of Company equity securities with the United States Securities and Exchange Commission, the New York Stock
Exchange, and the Company. Based solely on a review of the information received and written representations from the persons subject to
Section 16(a), we believe that all of the Company’s directors and executive officers filed their required reports on a timely basis during 2004
and 2003.
Audit committee financial expert
The boards of directors of the Company and Nortel Networks Limited have determined that Mr. J.E. Cleghorn meets the criteria required by
the United States Securities and Exchange Commission for an “audit committee financial expert” (United States GAAP). Mr. Cleghorn is
“independent” under the requirements for the “independence” of audit committee members under the New York Stock Exchange (or NYSE)
corporate governance listing standards.
Audit committee
The Company and Nortel Networks Limited have audit committees in accordance with Section 3(a)(58)(A) of the United States Securities
Exchange Act of 1934, as amended. The audit committees have identical memberships. The members of both audit committees are J.E.
Cleghorn (Chairman), M. Bischoff, R.E. Brown, R.A. Ingram, G. Saucier, and S.H. Smith, Jr.
Code of ethics and other corporate governance matters
The Company and Nortel Networks Limited have adopted a code of business conduct and ethics, known as “Living the Values: A Guide to
Ethical Business Practices at Nortel Networks”, which applies to the chief executive officer, chief financial officer and controller, and other
persons performing similar functions, as well as to directors and all other employees. Certain waivers under the Guide if granted by the boards
of directors or any committee thereof to directors of the Company or Nortel Networks Limited or officers will be posted on our website at
www.nortel.com
, in accordance with applicable law and the requirements of the stock exchanges on which the Company or Nortel Networks
Limited securities are listed and of securities regulatory authorities as adopted or amended and in force from time to time.
The audit committees of the Company and Nortel Networks Limited have each adopted a charter, known as the “Audit Committee
Mandate”. The committee on directors of the Company acts as the nominating committee and makes corporate governance recommendations
to the board of directors of the Company. The committee on directors has adopted a charter, known as the “Committee on Directors Mandate”.
The joint leadership resources committee acts as the compensation committee of Nortel Networks. The joint leadership resources committee
has adopted a charter, known as the “Joint Leadership Resources Committee Mandate”. The Company and Nortel Networks Limited have
adopted corporate governance guidelines, known as the “Statement of Governance Guidelines”.
144