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Introduction

Research in Motion (RIM), also known as BlackBerry nowadays, once was a leading designer and manufacturer of mobile communication technologies based in Waterloo, Ontario. The companys most successful and distinguished product was the BlackBerry phone. It was among the first to provide users with access to the Internet and e-mail services besides all other conventional functions that phones introduced in the global market at the beginning of the second millennium had.

With the huge success that the BlackBerry device was, RIMs profits skyrocketed, and its value increased dramatically over a span of just a few years. Mike Lazaridis and Jim Balsillie, the companys CEOs, were praised for leading one of the most innovative technologies of its time to commercial success. Nevertheless, the situation has changed during 2010-2011 when, facing fierce competition from Apple and Google, RIM lost a significant share, first, in the US and then in the international smartphone market. Through external threats substantially contributed to RIMs descent, the major problem was in the companys corporate governance approach and the inability of its co-CEOs to find common ground on the issues of strategic importance. Thus, the present report will provide an overview of RIMs corporate governance practices throughout the companys rise, its fall, and up to now.

The Rise: 1990s-2008

Strategic Risks

Since the moment of its establishment in 1984, RIM has worked on multiple projects in technology and software development. For instance, it partnered with such organizations as Ericsson GE Mobile Data Inc. and Anterior Technology to design a wireless e-mail system (Research in Motion Ltd.). However, it was the introduction of the first commercially viable Inter@ctive pager in 1997 that marked RIMs growth. The product featured a QWERTY keyboard with a small display screen, a 16-bit operating system, built-in contact manager, scheduler, and forms-based messaging applications (Research in Motion Ltd.). Besides that, the device allowed users to send emails and connect to the Internet (Friend). The Inter@ctive pager was a prototype of the BlackBerry phone and, over a decade, it has evolved in the mobile device as it is known today.

Noteworthily, an important milestone in the products development took place in 1999 when the BlackBerry mobile e-mail solution was launched. The first BlackBerry device was a result of Lazaridiss belief in the strength of its email feature and his awareness that the time was just right for business email appliances (Friend; Research in Motion Ltd.). Moreover, the devices unique appearance became the focus of the companys branding strategy and was one of the primary things that differentiated the product from others and made it particularly appealing to consumers (Friend). Overall, considering that the end of the 20th century was characterized by the especially rapid advancement of information technologies and the start of their integration into everyday life, strategic risks were among the most significant for RIM. Nevertheless, RIMs absorptive capacity of acquiring the necessary information from the external environment and responding to emerging opportunities promptly made the firm a technological leader and allowed it to increase competitiveness (Ince et al. 764). It is valid to say that the introduction of strong and innovative products indicated the organizations ability to manage strategic risks well.

Financial Performance

Strong strategic orientation and innovativeness resulted in significant economic growth. In 1997, RIM was listed on the Toronto Stock Exchange and managed to raise over the US $115 million (Friend). In 1999, the company listed on the Nasdaq and raised an additional US $250 million (Friend). Afterward, RIMs stock prices were rising steadily throughout 2000-2008, reaching the highest mark of 138.87 in May 2008 (BlackBerry). As for the market value of RIM, it reached the maximum peak of US $83.10 billion in 2008 as well (BlackBerry Market Cap). It is valid to say that the success of RIMs equity financing strategy was substantially defined by the growing worldwide popularity of BlackBerry and the increasing demand for the companys products, which made RIM attractive in the eyes of investors.

The enterprises revenue rate also commenced going upwards since 1999 since RIMs services and products became more widely used by businesses and governments (Shobhit). Nevertheless, the golden period in the history of RIM, starting from 2001 and ending in 2007, was marked by global expansion and the inclusion of new, successful products in the companys portfolio (Shobhit). Since 2004, RIMs revenues increased from US $595 million to US $4,219 million in 2008 (Blackberry/RIMs Revenue). This period from 2004 to 2008 was the healthiest in terms of finance for RIM. The gross margin, operating margin, and net profit margin remained stable and normally reached the points of 51%, 26%, and 21%, respectively (BlackBerry Profit Margin). These numbers show that the management controlled operational costs efficiently, and the company was profitable, which allowed it to survive in the long run.

Ethical Conduct and Regulatory Compliance

Like many other companies in North America, RIM was obliged to comply with the Sarbanes-Oxley Act (SOX), which aims to ensure transparency during financial reporting and prevent fraud. In general, the SOX comprises a requirement for all companies to have an audit committee and for chief executive officers (CEOs) and chief financial officers (CFOs) to take personal responsibility for the companys internal financial controls and reports (Corporate Governance). In accordance with the Act, RIM established the audit committee, which, beyond the enforcement and assessment of the company-wide compliance with the SOX, was and is responsible for internal audit and risk monitoring (Protiviti 7-11). Nevertheless, by 2007 it was revealed that since 1996 and until 2006, RIMs co-CEOs and a few members of the BoDs engaged in improper stock option granting practices, including backdating and repricing of executive, director and employee stock option awards (Emerson 1). As a result of such practices, the executive employees managed to obtain immense, previously undisclosed financial benefits.

The fraudulent reporting actions have both legal and ethical implications. As noted by Emerson, besides returning improper financial benefits (equated to approximately C $66 million), RIMs executives had to pay substantial administrative penalties and reimburse the costs of the Office of Special Counsel investigation (2). In addition, it is considered that the involvement of executive managers and leaders in fraudulent activities and misconduct always provides a negative behavioral example for other employees. By acting in an unethical way, leaders unintentionally encourage their subordinates to take heed and follow in their bosses fraudulent footsteps, creating an entire culture of workplace fraud (Association of Certified Fraud Examiners).

The Corporate Social Responsibility (CSR) framework also indicates that managers perform as moral actors in their companies. The CSR concept requires an absolute disclosure of information regarding corporate misconduct to stakeholders and the public and emphasizes the importance of ethical organizational culture for value creation. Thus, as Harjoto states, firms with adequate CSR strategies and ethical cultures tend to be associated with corporate fraud less frequently, whereas the severity of fraud cases in those companies is usually lower (762). It means that ethical culture and policies for ethical conduct at RIM were either poorly employed or inefficient.

Based on RIMs stock option granting practices with a purpose to camouflage managerial pay, it is also possible to make a few conclusions regarding its overall approach to corporate governance. According to Fried, secret backdating shows that executive managers simply have excessive power over their boards (856). In other words, the main issue at RIM was an insufficient supply of independent directors on the board. The further evaluation of the companys governance and accountability structures will show that adverse consequences of improper corporate governance processes may be far-reaching.

Governance and Accountability Structures

Corporate governance mainly refers to the functioning of the Board of Directors (BoDs) and requires them to attain a balance between competing interests of shareholders, customers, lenders, promoters and directors (Jan and Sangmi 707). It means that the BoDs should play a central role in the management of the company, strategically direct it, and instill the right values among stakeholders across all organizational levels. It is clear that in order to take into account the interests of diverse groups of stakeholders, members of the BoDs should be unbiased and competent. Conversely, when the decisions of managers and shareholders are driven mainly by self-interest, the company may ultimately bear significant losses (Gupta 2). In the case of RIM, this problem, as well as the lack of an adequate governance and accountability structure from the very beginning, was the main factor that contributed to its consequent failure.

As a corporate entity and a reporting issuer, RIM is subject to NP 58-201 Corporate Governance Guidelines. Among the major objectives of this policy is to achieve a balance between providing protection to investors and fostering fair and efficient capital markets and confidence in capital markets (National Policy 58-201). Although the document is not prescriptive but rather recommendatory in nature (Rules and Policies), compliance with NP 58-201 Corporate Governance Guidelines may indicate the firms commitment to fair and effective corporate governance practices. However, when applying specific guideline recommendations to RIMs internal environment before 2010, it becomes clear that the company failed to design and implement a proper approach to corporate governance.

Firstly, RIMs situation with the board composition and board leadership up to 2009 was rather poor. According to an internal audit report issued by Protiviti, for a significant time since 2007, the board chair position was vacant in the company (2). Before the scandal with the stock options granting, this position was held by a non-independent board member, Mr. Balsillie, which also contradicts the NP 58-201 recommendations (Protiviti 2; Emerson 7). Additionally, the report revealed that RIM lacked formally developed practices to oversight co-CEOs and operated without a designated CFO who would centrally manage all of the companys financial affairs (Protiviti 3-4). Moreover, neither did the company have a statement about delegation of the authority and responsibilities to board members nor a clear plan for leadership/director succession and development (Protiviti 4).

What is more important, any protocols and other official documents formulating the way the BoDs were required to act and function were absent (Protiviti 6). It means that the members of the board could be unaware of their scope of practice, duties, qualifications, and so forth. Conversely, the presence of clear corporate governance principles and policies in any company is essential for proper leadership and director oversight.

Among the positive notes in Protivitis report were a relatively systematic approach to director recruitment at RIM, clearly defined responsibilities of the audit committee, and the commitment to introducing internal audit functions (Protiviti 7-10). Nevertheless, Protivitis recommendations highlighted the need to improve RIMs documentation and formalize its overall approach to corporate governance. Besides that, the findings of the analysis revealed that internal audit and risk evaluation functions should be expanded and enhanced (Protiviti 7-11). Overall, it seems that by 2009, RIM still did not have a comprehensive corporate governance strategy, whereas the role of the BoDs in the companys management was limited.

Summing up the assessment of the first two decades of RIMs performance, it is valid to say that the companys co-CEOs failed to recognize the true worth of good governance and independent directors, in particular. It is worth noting that Jim Balsillie explained the lack of independent board members at RIM with the overall short supply of tech-savvy leaders and professionals in Canada (McNish and Silcoff). However, when discussing this issue, some RIM insiders referred to co-CEOs preference for compliant directors who would not go against their strong wills (McNish and Silcoff). In either case, Protivitis report indicated that the absence of effective board leadership was the main reason why the BoDs could not influence even the most detrimental of co-CEOs actions and decisions.

Even though for about ten years, the effects of poor governance choices were somehow controlled by Mike Lazaridis and Jim Balsillie, their repercussions became evident starting from 2007. The option granting scandal that was a direct result of inadequate corporate governance strategy became merely a starting point in RIMs plummet in the following years. As the enterprise commenced facing increasing external risks, the situation drastically aggravated, and the collective ineffectiveness of the companys BoDs and co-CEOs became as apparent as never before.

The Fall: 2008-2014

Organizational Risks

The main organizational risk that commenced threatening RIM throughout mid-2007-2008 was an increasing rivalry and the emergence of new, innovative products in the communication technology market. By the time RIMs stock prices reached their all-time peak of $236 in 2007, Apple launched its first iPhone (Shobhit). Unlike BlackBerry that was used mainly by business people, Apples device appealed to a wider group of users (Shobhit). Initially, along with many other players in the technology industry, RIMs CEOs did not believe that iPhone could become popular regardless of ongoing praise of the product on the part of consumers and critics (Friend; Shobhit). Therefore, the company was not prepared for Apples immediate success and failed to respond to the threat posed by this major rival promptly.

According to Shobhit, Apples triumph became the start of BlackBerrys demise. Besides that, about the same time, Google acquired and commenced developing Android, which consequently became a leading smartphone platform over the span of just a few years (Macleans; Hicks). In 2008 RIM also launched a touchscreen smartphone, Storm, in order to compete with the iPhone and similar products and managed to attain a high sales rate at the beginning (Shobhit). Nevertheless, the company started to receive consumers complaints regarding the quality and performance of the device shortly after the launch (Shobhit). Overall, the problems that RIM experienced during 2007-2008 may be attributed to improper approach to risk oversight, the inefficiency of the board functions, and insufficient involvement of independent and competent directors in the companys strategic direction.

As such, the BoDs are expected to be a source of expertise and knowledge needed to guide the company in the right direction. According to Barroso-Castro et al., though the board usually has episodic functioning and part-time responsibility, directors still can largely contribute to strategic decision-making, providing they have enough competence in the area of organizational performance (82). Noteworthily, in the situation like the one faced by RIM throughout 2007-2008 that threatened the very business prospects of the company and induced the risks of substantial material loss, the BoDs involvement was pivotal. However, as the findings of the previously discussed Protiviti report revealed, the number of board meetings dedicated to the evaluation and counsel regarding RIMs corporate strategy was insignificant up to 2009 (9). In addition, there was no evidence of either any formal approval of the further plan of action or the understanding of risks associated with the companys existing strategy (Protiviti 9-10). It means that RIM likely did not have a well-developed process and system to manage the critical strategic risks, and the responsibility for strategic decision-making was entirely laid on the shoulders of two CEOs.

Nevertheless, Mike Lazaridis and Jim Balsillie were unable to maintain control over the situation and the emerging issues, especially those related to product quality. As noted by Maclean, Balsillie was concerned with the quality of devices and attempted to address the problem for a significant period. However, Lazaridis struggled to acknowledge that there were any technical and quality issues regardless of a growing number of product returns and consumer complaints (Macleans). As a result of the constant disagreement between co-CEOs, strategic decision-making at RIM during this period was rather ineffective.

It is worth noting that ongoing quality issues in the company undermined not only its ability to create customer value but also put the organizations reputation at risk. At the same time, reputation is regarded as one of the major assets of companies. It is a core driver of value creation/destruction, a source of competitive advantage, and one of the main buying criteria as per Canadian consumers perceptions (Marcellis-Warin and Teodoresco). It is estimated that a one-point decrease in reputation is associated with an average market loss of about $5 billion (Marcellis-Warin and Teodoresco). Thus, it is not surprising that the preservation of their companies reputation is considered to be a key responsibility of the boards and an essential performance indicator of corporate executive teams (Dowling 59). Overall, a sequence of strategic missteps and inability to cope with uncertainty harmed RIMs reputation greatly, indicating that its BoDs were as dysfunctional as the cooperation between its executives.

Another blow to the companys welfare was due to a new turn in ongoing RIM litigation that commenced in 2002 with respect to NTPs patent infringement claims. The company had already settled the case with an agreement to pay the US $600 million to NTP in 2006 under a threat of injunction (Sacco). However, it was later revealed that RIM lobbied the U.S. Justice Department (one of its main consumers). RIM encouraged the government to intervene in the case on the ground of substantial interest in continuing to use BlackBerry services subject to the patent dispute (Sacco). As a result of this new turn, NTP issued new claims, and the legal dispute continued even though the settlement payment to NTP was irreversible and acted against RIMs interests.

Financial Health

RIMs revenues continued to rise for a few years throughout this turbulent period. The company reached its highest revenue peak in 2011, marked by the total amount of US $19,907 million (Blackberry/RIMs revenue). Net income during this year equated to the US $3,411 (BlackBerry Net Income/Loss). However, the companys gross, net profit, and operating margins continued to decline steadily, indicating that RIMs financial health was deteriorating.

As for the companys market share in the US smartphone market, it equaled 37.3% in September 2010 (Shobhit). However, shortly after that month, RIM began to lose its leading position and, by 2010, its US market share declined to merely 7.3% (Shobhit). At the same time, BlackBerry still was popular in the global market and, due to this fact, RIMs stock prices were highly volatile up to 2011 when the stock price dropped 80% (BlackBerry). Further declines took place after the ruling in the patent infringement case was announced, as the company continued to concede to the rivals and lose profits (Shobhit). Statistics show that 2014 was the worst year for RIM when its net income loss was the US $-5,873, the net profit margin was -122.47%, and the operating margin was -89.76% (BlackBerry Net Income/Loss; BlackBerry Profit Margin). Since that point, the company started a slow process of recovery.

Ethical Conduct and Regulatory Compliance

After the situation with secret backdating was settled, RIMs CEOs and board members were not involved in any ethically controversial or illegal activities. The case with patent infringement could be regarded as a form of regulatory non-compliance since all patented technologies are protected by intellectual property laws to which all entities are obliged to adhere. Nevertheless, the legal and ethical implications of such disputes largely depend on the initial intentions of the party that infringed a patent. In addition, patent infringement litigations are extremely common in the technology industry, and, moreover, many companies become the victims of patent trolls, such as NTP.

Besides the involvement in a major legal dispute, RIM showed some improvement in its ethical conduct and regulatory compliance management. As per the 2011 RIM report, the company participated in several community empowerment projects, implemented organization-wide ethical standards and policies, and conducted regular compliance audit meetings with the involvement of all directors (RIM 1-13). The companys CSR report shows that RIM became more committed to stakeholder accountability, whereas the CEOs claimed that the firms CSR activities stem from responsible governance of the BoDs and their own responsible practice (RIM 10). The report details different components of the enterprises CRS strategy and includes statements regarding its dedication to further enhancement and expansion of corporate responsibility and sustainability initiatives (RIM 10). As such, this thorough document may serve as evidence of RIMs major step forward since 2009, when the results of the internal audit by Protiviti were published.

Governance and Accountability Structures

After RIMs strategic disorientation and financial decline, some major changes in its governance structure took place since shareholders requested a change in management. According to Flannery, not only did the company make a shift away from its controversial dual CEO structure but also took the additional step of appointing an independent board chair. The separation of CEO and board chair responsibilities was the right decision since it allowed the new leader of the executive team, Thorsten Heins, to focus on managerial issues. It also made it easier for the chair, Barbara Stymiest, to center attention on the board-room matters and protection of shareholders interests. However, Mr. Heins work in the position of CEO did not last for too long as he stepped down in 2013 and was consequently replaced by John Chen. The latter professional is now expected to lead the company through recovery until 2023 (Burns).

BlackBerry Nowadays

Changes that occurred inside the organization in 2013 marked a new chapter in its history. It started with RIMs rebranding as BlackBerry under Heins lead and continued with massive changes in strategic orientations when Chen took charge (Welch; Protalinksi). Today BlackBerrys business became highly reliant on licensing, whereas the development and sale of BlackBerry-branded mobile devices became a secondary goal of the organization (Protalinksi). In fact, the responsibility for the production and sale of phones is now entirely given to BlackBerrys licensees (Protalinski). It is valid to presume that such a strategic decision was sound since it gave the company a chance to focus more on exercising its major strengths, namely, software development and provision of security and wireless services. Moreover, it allowed BlackBerry to delegate tasks, in performing which it was previously weak, to stronger hardware manufacturers. As a result of this radical measure, it became possible to eliminate the product quality issue.

Rebranding and strategic reorientation have led the company to fruitful results. By the end of 2018, the company managed to attain a positive net income level of US $405 million for the first time after five years of substantial annual income losses (BlackBerry Net Income/Loss). At the same time, stock prices rose up by 89.8% since 2013 (Burns). These data show that though BlackBerrys recovery may be slow, the company steadily moves in the right direction.

Along with the abovementioned favorable trends, massive improvements took place in BlackBerrys corporate governance and accountability structures. Firstly, the number of independent directors on the board has significantly increased. By 2013, BlackBerrys BoDs consisted of twelve members, and ten of them were independent (BlackBerry Announces Two New Board Directors). It is also worth noting that present-day board members have extensive knowledge in both the technology industry and finance (BlackBerry Board of Directors). Nevertheless, the company has recombined the chairman and the CEO roles, and, currently, Mr. Chen performs both of them.

The abovementioned fact could be concerning, yet it is clear that the enterprise is now more dedicated to good corporate governance practices and stakeholder accountability than ever before. For instance, in accordance with recommendations listed in the Protiviti report, the company enhanced the fulfillment of internal audit functions, policy frameworks, reporting practices, and so forth. A comprehensive list of publicly accessible organizational policy documents and reports on BlackBerrys Corporate Governance page serves to verify this presumption.

Moreover, there are no longer any disagreements regarding the further strategic moves that created havoc in the company when it had the dual CEO structure. Conversely, Mr. Chen seems to be in synergy with the BoDs and enjoys the absolute trust of directors who regard his leadership as a key factor in satisfying investors best interest (Burns). This situation may signify that the board is now more engaged in strategic decision-making than ever. Additionally, to prevent the CEO from involving in secret and fraudulent activities pursuing his personal interests behind the directors backs, the compensation committee decided to keep Chens salary the same throughout his service (Burns). It is possible to say that the given executive compensation plan has the purpose of keeping the CEO focused on stimulating further BlackBerry growth in line with investors expectations and performance targets.

Summary and Recommendations

The analysis of RIM/BlackBerrys corporate governance over the span of two decades makes it clear that the enterprise learns from its mistakes. The main of the identified weaknesses that the company previously had was the absence of a systematic approach to corporate governance and the excessive control of CEOs over the BoDs. Not only did these factors foster ethical misconduct and regulatory non-compliance, but they also contributed to the companys inability to alter its strategy and effectively respond to existing risks. As a result, in spite of the initial success, RIM commenced suffering substantial material losses, and its status and reputation significantly deteriorated.

Nowadays, it is clear that BlackBerry pays great attention to the issues of corporate governance, ethics, and regulatory compliance. The enterprises BoDs comprises independent members, is now more involved in strategic decision-making, and actively collaborates with BlackBerrys current leader. As such, there are all reasons to expect further stabilization and improvement of the companys affairs and, therefore, it may be advisable to invest in it. The present-day financial indicators also speak in favor of investing in the company. Nevertheless, it would be appropriate to postpone the final decision for some time and to monitor whether BlackBerrys performance indicators will cease fluctuating significantly and continue to enhance.

Works Cited

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