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CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF TUCOWS INC.

PURPOSE

The purpose of the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of Tucows Inc. (the “Company”) shall be to:

  • Provide oversight of the Company’s accounting and financial reporting processes and the audit of the Company’s financial statements;
  • Assist the Board in oversight of (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the qualifications, independence and performance of the Company’s independent registered public accounting firm, and (iv) the Company’s internal accounting and financial controls;
  • Provide to the Board such information and materials as it may deem necessary to make the Board aware of significant financial matters that require the attention of the Board; and
  • Oversee the management of risks associated with the Company’s financial reporting, accounting and auditing matters.

In furtherance of these purposes, the Audit Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board may from time to time prescribe.

The Audit Committee’s responsibility is one of oversight. The members of the Audit Committee are not employees of the Company, and they do not perform, or represent that they perform, the functions of management or the independent auditor. The Audit Committee relies on the expertise and knowledge of management and the independent auditor in carrying out its oversight responsibilities. The management of the Company is responsible for preparing accurate and complete financial statements in accordance with generally accepted accounting principles (“GAAP”) and for establishing and maintaining appropriate accounting principles and financial reporting policies and satisfactory internal control over financial reporting. The independent auditor is responsible for auditing the Company’s annual consolidated financial statements and the effectiveness of the Company’s internal control over financial reporting and reviewing the Company’s quarterly financial statements. It is not the responsibility of the Audit Committee to prepare or certify the Company’s financial statements or guarantee the audits or reports of the independent auditor, nor is it the duty of the Audit Committee to certify that the independent auditor is “independent” under applicable rules. These are the fundamental responsibilities of management and the independent auditor.

MEMBERSHIP

The Audit Committee members shall be appointed by, and shall serve at the discretion of, the Board. The Audit Committee shall consist of at least three members of the Board. The Board may designate one member of the Audit Committee as its chair. The Audit Committee may form and delegate authority to subcommittees when appropriate. Members of the Audit Committee must meet the following criteria (as well as any other criteria required by the Securities and Exchange Commission (the “SEC”), the Nasdaq Stock Market, Inc. Marketplace Rules (the “Nasdaq Rules”), or applicable law, or as established by the Board from time to time):

  • Each member must be an independent director in accordance with (i) the audit committee requirements of the Nasdaq Rules and (ii) Rule 10A-3 of the Securities Exchange Act of 1934, as amended;
  • Each member must be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement, in accordance with the Audit Committee requirements of the Nasdaq Rules;
  • At least one member must have past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background resulting in such member’s financial sophistication, including a current or past position as a principal financial officer or other senior officer with financial oversight responsibilities; and
  • At least one member must be an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act of 1933.

RESPONSIBILITIES

The following are the principal recurring responsibilities of the Audit Committee. The Audit Committee may perform such other functions as are consistent with its purpose and applicable law, rules and regulations and as the Board or the Audit Committee deem appropriate. In carrying out its responsibilities, the Audit Committee believes its policies and procedures should remain flexible, in order to best react to changing conditions and circumstances.

1. Select and Hire the Independent Auditor. The Audit Committee shall be responsible for appointing, compensating, retaining and, where appropriate, replacing the independent auditor. The independent auditor will report directly to the Audit Committee. The Audit Committee shall have sole authority to approve the hiring and discharging of the independent auditor, all audit engagement fees and terms and all permissible non-­audit engagements with the independent auditor. The Audit Committee shall also appoint, retain, compensate, oversee and where appropriate, replace any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company.

2. Supervise and Evaluate the Independent Auditor. The Audit Committee shall:

  • Oversee and evaluate the work of the independent auditor and any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services for the Company, which evaluation shall include a review and evaluation of the lead partner of the independent auditor. The Audit Committee shall review, in consultation with the independent auditor, the annual audit plan and scope of audit activities and monitor such plan’s progress.
  • Review and resolve any disagreements that may arise between management and the independent auditor regarding internal controls or financial reporting.
  • At least annually, obtain and review a report by the independent auditor that describes (i) the independent auditor’s internal quality control procedures and (ii) any material issues raised by the most recent internal quality-­control review, peer review, or Public Company Accounting Oversight Board review of the independent auditor or by any other inquiry or investigation by governmental or professional authorities, within the preceding five years (or such other period as may be requested by the Audit Committee), regarding any independent audit performed by the independent auditor, and any steps taken to deal with any such issues.

3. Evaluate the Independence of the Independent Auditor. The Audit Committee shall:

  • Review and discuss with the independent auditor the written independence disclosure required by the applicable requirements of the Public Company Accounting Oversight Board.
  • Review and discuss with the independent auditor on a periodic basis any other relationships or services (including permissible non-­audit services) that may affect its objectivity and independence.
  • Oversee the rotation of the independent auditor’s lead audit and concurring partners and the rotation of other audit partners, with applicable time-­out periods, in accordance with applicable law. Oversee the creation and maintenance of a corporate policy governing the hiring of former employees of the independent auditor as employees or independent consultants to the Company.
  • Take, or recommend to the Board that it take, appropriate action to oversee the independence of the Company’s independent auditor.

4. Approve Audit and Non-­Audit Services and Fees. The Audit Committee shall (i) review and approve, in advance, the scope and plans for the audits and the audit fees and (ii) approve in advance (or, where permitted under the rules and regulations of the SEC, subsequently) all non- audit services to be performed by the independent auditor or any other registered public accounting firm that are not otherwise prohibited by law and any associated fees. The Audit Committee chairperson may pre-­approve audit and permissible non-­audit services and any associated fees, as long as such pre-­approval is presented to the full Audit Committee at scheduled meetings. The Audit Committee may, in accordance with applicable law, establish pre-­ approval policies and procedures for the engagement of independent accountants to render services to the Company.

5. Review Financial Statements. The Audit Committee shall review and discuss the following with management and the independent auditor, as applicable:

  • The scope and timing of the annual audit of the Company’s financial statements.
  • The Company’s annual audited and quarterly financial statements and annual and quarterly reports on Form 10-­K and 10-­Q, including the disclosures in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and recommend to the Board whether the audited financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be included in the Company’s periodic reports to be filed with the SEC.
  • The results of the independent audit and the quarterly reviews, and the independent auditor’s opinion on the annual financial statements.
  • The reports and certifications regarding internal control over financial reporting and disclosure controls and procedures.
  • Major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles.
  • Analyses prepared by management or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements.
  • The effect of regulatory and accounting initiatives on the Company’s financial statements.
  • Any significant changes required or taken in the audit plan as a result of any material control deficiency.
  • Any problems or difficulties the independent auditor encountered in the course of its audit work, including any restrictions on the scope of the auditor’s activities or on access to requested information, and management’s response.
  • Any significant disagreements between management and the independent auditor.

6. Reports and Communications from the Independent Auditor. The Audit Committee shall review and discuss quarterly reports from the independent auditor concerning the following:

  • All critical accounting policies and practices to be used by the Company.
  • All alternative treatments of financial information within GAAP that the auditor has discussed with management, ramifications of the use of these alternative disclosures and treatments, and the treatment preferred by the independent auditor if different from that used by management.
  • Other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.
  • Other matters required to be communicated to the Audit Committee under generally accepted auditing standards and other legal or regulatory requirements, including any matters required to be communicated under PCAOB Auditing Standards No. 16, Communications with Audit Committees.

7. Audit Committee Report. The Audit Committee shall prepare the report of the Audit Committee that SEC rules require to be included in the Company’s annual proxy statement.

8. Earnings Press Releases and Earnings Guidance. The Audit Committee shall review and discuss earnings press releases (with particular attention to any use of non-­GAAP financial measures), as well as financial information. The Board of Directors or its designee shall review earnings guidance provided to the public, analysts and ratings agencies, including to the extent practical reviewing in advance the script for any earnings or finance-­related conference calls to be held for the benefit of the public, analysts and ratings agencies.

9. Internal Controls. The Audit Committee shall review and discuss with management and the independent auditor the adequacy and effectiveness of the Company’s internal controls, including any changes, significant deficiencies or material weaknesses in those controls reported by the independent auditor or management, any special audit steps adopted in light of significant control deficiencies, and any fraud, whether or not material, that involves management or other Company employees who have a significant role in the Company’s internal controls.

10. Disclosure Controls and Procedures. The Audit Committee shall review and discuss the adequacy and effectiveness of the Company’s disclosure controls and procedures.

11. Legal and Regulatory Compliance. The Audit Committee shall review and discuss with management, counsel and the independent auditor (i) the overall adequacy and effectiveness of the Company’s legal, regulatory and ethical compliance programs, including the Company’s Code of Business Conduct and Ethics, compliance with the Foreign Corrupt Practices Act, and compliance with export control regulations and (ii) reports regarding compliance with applicable laws, regulations and internal compliance programs in each case to the extent pertaining to financial, accounting and/or tax matters. The Audit Committee shall discuss with management, counsel, outside legal counsel, and/or the independent auditor any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Company’s financial statements or accounting policies. The Audit Committee shall discuss with the Company’s general counsel and/or outside legal counsel legal matters that may have a material impact on the financial statements or the Company’s compliance procedures that pertain to financial, accounting or tax matters of the Company.

12. Complaints. The Audit Committee shall oversee procedures established for the receipt, retention and treatment of complaints on accounting, internal accounting controls or audit matters, as well as for confidential and anonymous submissions by the Company’s employees concerning questionable accounting or auditing matters.

13. Risks. The Audit Committee shall review and discuss with management and the independent auditor, as appropriate, the Company’s major financial risk exposures and the steps management has taken to monitor and control those exposures, including the Company’s guidelines and policies with respect to risk assessment and risk management pertaining to financial, accounting and tax matters.

14. Related Party Transactions. The Audit Committee shall review the Company’s related party transaction policy and review and oversee all transactions between the Company and a related person for which review or oversight is required by applicable law or that are required to be disclosed in the Company’s financial statements or SEC filings.

15. Hiring of Auditor Personnel. The Audit Committee shall set hiring policies for the Company with regard to employees and former employees of the Company’s independent auditor.

The function of the Audit Committee is primarily one of oversight. The Company’s management is responsible for preparing the Company’s financial statements, and the independent auditor is responsible for auditing and reviewing those financial statements. The Audit Committee is responsible for assisting the Board in overseeing the conduct of these activities by management and the independent auditor. The Audit Committee is not responsible for providing any expert or special assurance as to the financial statements or the independent auditor’s work. It is recognized that the members of the Audit Committee are not full-­time employees of the Company, that it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards, and that each member of the Audit Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and outside the Company from which the Audit Committee receives information and (ii) the accuracy of the financial and other information provided to the Audit Committee, in either instance absent actual knowledge to the contrary.

MEETINGS AND PROCEDURES

1. Meetings.

  • The Audit Committee will meet at least four (4) times each year (with additional meetings as it deems necessary or appropriate) at such times and places as the Audit Committee determines, including by telephone or Internet-facilitated meeting. The chairperson of the Audit Committee shall preside at each meeting. If a chairperson is not designated or present, an acting chair may be designated by the Audit Committee members present. The Audit Committee may act by written consent (which may include electronic consent), which shall constitute a valid action of the Audit Committee if it has been approved by each Audit Committee member and shows the date of approval. Any written consent will be effective on the date of the last signature and will be filed with the minutes of the meetings of the Board.
  • The Audit Committee shall cause to be kept written minutes of its proceedings, which minutes will be filed with the minutes of the meeting of the Board.
  • The Audit Committee shall meet periodically with members of management and the independent auditor in separate executive sessions as the Audit Committee deems appropriate.
  • The Audit Committee may invite to its meetings any director, officer or employee of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. The Audit Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities, including non-­management directors who are not members of the Audit Committee.

2. Reporting to the Board of Directors. The Audit Committee shall report regularly to the Board with respect to the Audit Committee’s activities, including any significant issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements or the performance and independence of the Company’s independent auditor, as applicable.

3. Authority to Retain Advisors. The Audit Committee shall have the authority to engage independent counsel or other advisors as it deems necessary or appropriate to carry out its duties. The Company will provide appropriate funding, as determined by the Audit Committee, to pay the independent auditor, any outside advisors hired by the Audit Committee and any administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its activities.

4. Subcommittees. The Audit Committee may form subcommittees for any purpose that the Audit Committee deems appropriate and may delegate to such subcommittees such power and authority as the Audit Committee deems appropriate. If designated, each such subcommittee will establish its own schedule and maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board. The Audit Committee shall not delegate to a subcommittee any power or authority required by law, regulation or listing standard to be exercised by the Audit Committee as a whole.

5. Committee Charter Review. The Audit Committee shall review and reassess the adequacy of this charter annually and shall submit any recommended changes to this charter to the Board for approval.

6. Performance Review. The members of the Audit Committee shall review and assess the performance of the Audit Committee on an annual basis.

7. Authority to Investigate. In the course of its duties, the Audit Committee shall have authority, at the Company’s expense, to investigate any matter brought to its attention.

8. Access. The Audit Committee shall be given full access to the chairperson of the Board, management and the independent auditor, as well as the Company’s books, records, facilities and other personnel.

9. Compensation. Members of the Audit Committee shall receive such fees, if any, for their service as Audit Committee members as may be determined by the Board in its sole discretion. Members of the Audit Committee may not receive any compensation from the Company except the fees that they receive for service as members of the Board or any committee thereof.

CHARTER OF THE CORPORATE GOVERNANCE, NOMINATING AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS Of TUCOWS INC.

I. Purpose

The purpose of the Corporate Governance, Nominating and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Tucows Inc. (“the Company”) is to:

  • Identify individuals qualified to become board members, consistent with criteria approved by the Board.
  • Select, or recommend that the Board select, the director nominees for election at each annual meeting of stockholders.
  • Oversee the evaluation of the Board and management.
  • Review and approve corporate goals and objectives relevant to the Company’s Chief Executive Officer (“CEO”) compensation, evaluate the CEO’s performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the Board), determine and approve the CEO’s compensation level based on this evaluation.
  • Review and approve non-CEO Executive compensation including incentive compensation and equity-based compensation.
  • Provide oversight of the Company’s compensation policies and plans and benefits programs, and overall compensation philosophy.
  • Administer the Company’s equity compensation plans for its executive officers and employees and the granting of equity awards pursuant to such plans or outside of such plans.
  • Cause to be prepared the report of the Committee required by the rules and regulations of the Securities and Exchange Commission (the “SEC”).

II. Membership

A. Number and Independence. The Committee shall be composed of at least three directors, each of whom shall be independent. A director shall qualify as independent if the Board has affirmatively determined, consistent with the independence criteria set forth in Rule 10C-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) promulgated by the SEC and the corporate governance rules of the NASDAQ Stock Market, that the director is independent. In addition, at least two members of the Committee must qualify as “non-employee directors” for the purposes of Rule 16b-3 under the Exchange Act, and as “outside directors” for the purposes of Section 162(m) of the Internal Revenue Code (the “IRC”), as amended.

B. Appointment and Removal. The members of the Committee shall be appointed annually by the Board and may be replaced or removed by the Board at any time with or without cause. Resignation or removal of the Director from the Board, for whatever reason, shall automatically constitute resignation or removal, as applicable, from this committee. Vacancies occurring, for whatever reason, may be filled by the Board. The Board shall designate one member of the Committee to serve as Chair of the Committee.

III. Meetings and Procedures

A. Meetings. The Committee shall meet as frequently as it may deem necessary and appropriate in its judgment. Generally, the Committee shall meet at least twice annually, prior to each face-to-face meeting of the Board of Directors, and hold an additional meeting to review proposed incentive compensation awards for senior management. The Committee may meet in person or by telephone or by Internet-facilitated software. The Committee may also act by unanimous written consent.

B. Quorum. A majority of the members of the Committee shall constitute a quorum for the transaction of business.

C. Special Meetings. The Chairperson of the Committee or a majority of the members of the Committee may call a special meeting of the Committee.

D. Delegation. The Committee may delegate authority to one or more members of the Committee or one or more members of management when appropriate, but no such delegation shall be permitted if the authority is required by law, regulation or listing standard to be exercised by the Committee as a whole.

E. Additional Attendees. The Committee may invite to its meetings any officer, employee or director of the Company and such other persons as it deems appropriate in order to carry out its duties.

F. Minutes. The Committee shall maintain minutes or other records of meetings and activities of the Committee in accordance with the laws of the Commonwealth of Pennsylvania and the Company’s By-laws, which minutes shall be maintained with the books and records of the Company.

IV. Duties and Responsibilities

The Committee shall have the following duties and responsibilities:

A. Compensation Responsibilities

The following are the principal recurring compensation related responsibilities of the Committee. The Committee may perform such other functions as are consistent with its purpose and applicable law, rules and regulations and as the Board may request. In reviewing and approving the Company’s annual and long-­term incentive compensation plans for Executive Officers and other senior executives, including equity incentive plans, the Committee shall consider the results of the most recent stockholder advisory vote on executive compensation required by Section 14a-21 of the Exchange Act.

1. Set Compensation for Executive Officers. The Committee shall:

  • Review and approve annually the corporate goals and objectives applicable to the compensation of the CEO, evaluate at least annually the CEO’s performance in light thereof, and consider factors related to the performance of the Company in approving the compensation level of the CEO. The CEO may not be present during deliberations or voting on such matters.
  • Review and approve annually the CEO’s (a) base salary, (b) incentive bonus, including the specific goals and amount, (c) equity compensation, (d) any employment agreement, severance arrangement or change of control protections and (e) any other benefits, compensation or similar arrangements (including, without limitation, perquisites and any other form of compensation such as a signing bonus or payment of relocation costs). In determining the long-­term incentive component of CEO compensation, the Committee may consider, among other things, the Company’s performance and relative stockholder return, the value of similar incentive awards to CEOs at comparable companies and the awards given to the Company’s CEO in past years. The CEO may not be present during deliberations or voting on such matters.
  • In consultation with the CEO review annually and approve items (a) through (e) in the previous bullet for the other individuals who are deemed to be “officers” of the Company under Rule 16a-­1(f) promulgated under the Exchange Act (the “Executive Officers”). An Executive Officer may not be present during deliberations or voting on his or her matters.
  • Review and approve any compensatory contracts or similar transactions or arrangements with current or former Executive Officers, including consulting arrangements, employment contracts, severance or termination arrangements, which shall include any benefits to be provided in connection with a change of control. In this regard, the Committee shall have the power and authority to adopt, amend and terminate such contracts, transactions or arrangements.

2. Set Compensation for Directors. The Committee shall evaluate director compensation and make recommendations to the Board regarding director compensation, including consulting, retainer, Board meeting, committee and committee chair fees and stock option grants or awards.

3. Oversee Compensation Plans and Programs. The Committee shall:

  • Review, approve and administer annual and long-­term incentive compensation plans for service providers of the Company, including Executive Officers and other senior executives, including:
    • Establishing performance objectives and certifying performance achievement; and
    • Reviewing and approving all equity incentive plans and grant awards of shares and stock options pursuant to such plans.
  • Administer the Company’s equity incentive plans. In its administration of the plans, the Committee may (i) grant stock options, restricted stock units, stock purchase rights or other equity-­based or equity-­linked awards to individuals eligible for such grants (including grants to individuals subject to Section 16 of the Exchange Act in compliance with Rule 16b-­3 promulgated thereunder) in accordance with procedures and guidelines as may be established by the Board and (ii) amend such stock options, restricted stock units, stock purchase rights or other equity-­based or equity-­linked awards. The Committee may also adopt, amend and terminate such plans, including approving changes in the number of shares reserved for issuance thereunder.
  • Approve all option grants and performance awards to Executive Officers of the Company to the extent necessary or desirable to ensure that such grants and awards comply with Section 162(m) of the IRC. The Committee will not be required to qualify awards under Section 162(m) of the IRC if it determines it is not in the Company’s interest to do so.
  • Review, approve and administer any of the Company’s employee benefit plans that the Committee deems appropriate, including by adopting, amending and terminating such plans.
  • Oversee the Company’s overall compensation philosophy and any compensation plans and benefits programs that the Committee deems appropriate, and amend or, make recommendations to the Board, with respect to improvements or changes to such plans or programs or the termination or adoption of plans or programs when appropriate.
  • In connection with executive compensation programs:
    • Review and approve new executive compensation programs;
    • Review on a periodic basis the operations of the Company’s executive compensation programs to determine whether they are properly coordinated and achieving their intended purpose(s); and
    • Establish and periodically review policies for the administration of executive compensation programs.
  • Periodically review executive compensation programs and total compensation levels, including the impact of tax and accounting rules changes.
  • Periodically review remuneration to ensure no bias exists by gender and make recommendations to the Board on any required actions.
  • If applicable, review and recommend to the Board for approval the frequency with which the Company will conduct stockholder advisory votes on executive compensation (“Say on Pay Vote”), taking into account the results of the most recent stockholder advisory vote on frequency of Say on Pay Votes required by Section 14a-21 of the Exchange Act, and review and approve the proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote to be included in the Company’s proxy statement.
  • Review and discuss annually with management the risks arising from the Company’s compensation philosophy and practices applicable to all employees to determine whether they encourage excessive risk-­taking and to evaluate compensation policies and practices that could mitigate such risks.

4. Compliance. The Committee shall:

  • Review and discuss with management the Company’s Compensation Discussion and Analysis (“CD&A”) and related disclosures required by the rules and regulations of the SEC, to the extent required of the Company. The Committee will also review and recommend the final CD&A to the Board for inclusion in the Company’s annual report on Form 10-­K or proxy statement, to the extent required of the Company.
  • Prepare a report of the Committee required by the rules and regulations of the SEC to be included with the Company’s annual report on Form 10-­K or proxy statement.
  • Oversee the Company’s submissions to stockholders on executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, incentive and other executive compensation plans, and amendments to such plans (to the extent required under the listing standards of the securities exchange on which the Company’s securities are listed) and, engagement with proxy advisory firms and other stockholder groups on executive compensation matters.

B. Nominating and Corporate Governance Responsibilities

The following are the principal recurring responsibilities of the Committee with respect to nominating and corporate governance. The Committee may perform such other functions as are consistent with its purpose and applicable law, rules and regulations and as the Board may request.

1. Board Composition, Evaluation and Nominating Activities. The Committee shall:

  • Determine the qualifications, qualities, skills and other expertise required to be a director and to develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees for director (see Appendix A for the “Director Criteria”).
  • Evaluate the current composition, organization and governance of the Board and its committees, determine future requirements and make recommendations to the Board for approval consistent with the Director Criteria.
  • Search for, identify, evaluate and select, or recommend for selection by the Board, candidates to fill new positions or vacancies on the Board consistent with the Director Criteria, and review any candidates recommended by stockholders, provided such stockholder recommendations are made in compliance with the Company’s bylaws and its stockholder nominations and recommendations policies and procedures.
  • Review and consider any nominations of director candidates validly made by stockholders in accordance with applicable laws, rules and regulations and the provisions of the Company’s certificate of incorporation and bylaws.
  • Evaluate the performance of individual members of the Board eligible for re-election, and select, or recommend for the selection of the Board, the director nominees by class for election to the Board by the stockholders at the annual meeting of stockholders or any special meeting of stockholders at which directors are to be elected.
  • Consider the Board’s leadership structure, including the separation of the Chairman and CEO roles and/or appointment of a lead independent director of the Board, either permanently or for specific purposes, and make such recommendations to the Board with respect thereto as the Committee deems appropriate.
  • Develop and review periodically the policies and procedures for considering stockholder nominees for election to the Board.
  • Evaluate and recommend termination of membership of individual directors for cause or for other appropriate reasons.
  • Evaluate the “independence” of directors and director nominees against the independence requirements of the securities exchange on which the Company’s securities are listed, applicable rules and regulations promulgated by the SEC and other applicable laws.

2. Board Committees. The Committee shall:

  • Review annually the structure and composition of each committee of the Board and make recommendations, if any, to the Board for changes to the committees of the Board, including changes in structure, composition or mandate of committees, as well as the creation or dissolution of committees.
  • Recommend to the Board persons to be members and chairpersons of the various committees.

3. Corporate Governance. The Committee shall:

  • Develop and recommend to the Board a set of corporate governance guidelines applicable to the Company.
  • Review annually the corporate governance guidelines approved by the Board and their application, and recommend any changes deemed appropriate to the Board for its consideration.
  • Oversee the Company’s corporate governance practices, including reviewing and recommending to the Board for approval any changes to the Company’s corporate governance framework, including its certificate of incorporation and bylaws.
  • Develop, subject to approval by the Board, a process for an annual evaluation of the Board and its committees, and to oversee the conduct of this annual evaluation.
  • Conduct a periodic review of the Company’s succession planning process for the CEO and any other members of the Company’s executive management team, report its findings and recommendations to the Board, and assist the Board in evaluating potential successors to the CEO or other members of the Company’s executive management team.
  • Evaluate the participation of members of the Board in orientation and continuing education activities in accordance with applicable listing standards.
  • Review the disclosure included in the Company’s proxy statement regarding the Company’s director nomination process and other corporate governance matters.
  • Review any proposals properly submitted by stockholders for action at the annual meeting of stockholders and make recommendations to the Board regarding action to be taken in response to each such proposal.
  • Review and discuss with management the disclosure regarding the operations of the Committee and director independence, and recommend that this disclosure be included in the Company’s proxy statement or annual report on Form 10-K.

4. Conflicts of Interest. The Committee shall:

  • Review and monitor compliance with the Company’s Code of Business Conduct and Ethics.
  • Consider questions of possible conflicts of interest of Board members and of corporate officers.
  • Review actual and potential conflicts of interest of Board members and corporate officers, other than related party transactions reviewed by the Audit Committee of the Board, and approve or prohibit any involvement of such persons in matters that may involve a conflict of interest or the taking of a corporate opportunity.

C. General

  • Develop and periodically review and assess the adequacy of any of the Company’s Corporate Governance Guidelines, Code of Conduct and Ethics Policy, monitor compliance with those policies and make recommendations for changes to the Board when necessary.
  • Review on an ongoing basis all related-party transactions required to be disclosed pursuant to Regulation S-K for potential conflict of interest situations and approve all such transactions.
  • Report to the Board with respect to the Committee’s activities and report to the Company’s shareholders in the annual proxy statement.
  • Consult with the CEO, as appropriate, and other Board members to assure that its decisions facilitate a sound relationship between and among the Board, Board committees, individual directors, and management.
  • Review and assess the performance of the Committee on an annual basis.
  • Review and reassess the adequacy of this Charter and the charters of each of the other standing committees of the Board annually and recommend any proposed changes to the Board for its approval.
  • Perform any other activities consistent with this Charter, the Company’s Articles of Incorporation, the Company’s By-laws and governing law as the Committee or the Board deems necessary or appropriate.

D. Other Matters

  • Nothing contained in this Charter is intended to, or should be construed as, creating any responsibility or liability of the members of the Committee except to the extent otherwise provided under the laws of the Commonwealth of Pennsylvania which shall continue to set the legal standard for the conduct of the members of the Committee.

APPENDIX A

Criteria for Director Nominees

In making recommendations to the Company’s Board to serve as directors, the Committee will examine each director nominee on a case-by-case basis, regardless of who recommended the nominee, and take into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skill, financial acumen, diversity of viewpoint, and industry knowledge. However, the Board and the Committee believe the following minimum qualifications must be met by a director nominee to be recommended by the Committee:

  • Each director must display high personal and professional ethics, integrity and values.
  • Each director must have the ability to exercise sound business judgment.
  • Each director must be accomplished in his or her respective field, with broad experience at the executive and/or policy-making level in business, government, education, technology or public interest.
  • Each director must have relevant expertise and experience, and be able to offer advice and guidance based on that expertise and experience.
  • Each director must be able to represent all shareholders of the Company and be committed to enhancing long-term shareholder value.
  • Each director must have sufficient time available to devote to activities of the Board and to enhance his or her knowledge of the Company’s business.

The Board also believes the following qualities or skills are necessary for one or more directors to possess:

  • At least one independent director should have the requisite experience and expertise to be designated as an “audit committee financial expert” as defined by applicable SEC rules.
  • One or more of the directors generally should be active or former executive officers of public or private companies or leaders of major complex organizations, including commercial, scientific, government, educational and other similar institutions.
  • Directors should be selected so that the Board as a whole collectively possess a broad range of skills, expertise, industry and other knowledge, and business and other experience useful to the effective oversight of the Company’s business.

The Board also seeks members from diverse backgrounds so that the Board consists of members with a broad spectrum of experience and expertise and with a reputation for integrity. Directors should have experience in positions with a high degree of responsibility, be leaders in the companies or institutions with which they are affiliated, and be selected based upon contributions that they can make to the Company.

Tucows Statement on ICANN Legal Action

On Friday the 25th of May, ICANN filed a legal action1 against EPAG, a Tucows-owned Registrar based in Bonn, Germany. This action was taken because of a disagreement between Tucows and ICANN on how the GDPR should be interpreted, with respect to our contracts. While we look forward to defending our position in court, the below is intended to provide some context and insight into the dispute.

The GDPR begins with a statement of its core principle: “The protection of natural persons in relation to the processing of personal data is a fundamental right.” Tucows has long been concerned with privacy and the rights of our customers, and takes the principles enshrined in this law extremely seriously.

In order to have a domain registration system reflective of “data protection by design and default”, we started with the GDPR itself and crafted our procedures and policies around it. We built a new registration system with consent management processes, and a data flow that aligns with the GDPR’s principles. Throughout the registration life-cycle, we considered things like transparency, accountability, storage limitation, and data minimization.

We realized that the domain name registration process, as outlined in ICANN’s 2013 Registrar Accreditation Agreement, not only required us to collect and share information we didn’t need, it also required us to collect and share people’s information where we may not have a legal basis to do so. What’s more, it required us to process personal information belonging to people with whom we may not even have a direct relationship, namely the Admin and Tech contacts.

ICANN’s goal since discussions about the impact of the GDPR on domain registration began has been to preserve as much of the status quo as possible. This has led ICANN to attempt to achieve GDPR-compliant domain registration via ‘process reduction’, as opposed to Tucows’ approach of starting with the GDPR and rebuilding from the ground up. These two approaches have led to significantly different results, and consequently a need to determine whether ICANN’s insistence on the collection of the full thick Whois data and this data’s transfer to gTLD Registries is in compliance with the GDPR. It is this disagreement and need for legal clarity that is at the heart of the lawsuit filed by ICANN.

On the 17th of May 2018, the ICANN board passed a ‘Temporary Specification2‘, meant to temporarily bring gTLD registration services in line with the GDPR. The goal of the Specification is to serve as a stop-gap while the ICANN community works to resolve and balance issues between privacy law and existing ICANN policy.

With that background in mind, we perceive three core issues with the Temporary Specification that we do not believe are compliant with the GDPR. These issues are the collection, transfer, and public display of the personal information of domain registrants and the other contractually-mandated contacts.

Personal Data Collection

Article 5(1)(c) of the GDPR speaks to data minimization: collecting and processing only what personal data is necessary. It is clear to Tucows that we need to continue capturing some information about the domain Registrant—we always want to ensure we have the ability to contact the person legally responsible for the domain. However, in the vast majority of gTLD registrations, the Registrant (Owner), Admin, and Tech contacts are the same. As such, collection of Admin and Tech contacts is meaningless, as the data belongs to the Registrant.

That said, in the less common scenario, the Admin or Tech contact does not match the Registrant. In these cases the mandatory collection of their contact data is problematic because it requires us to store and process personal data belonging to people with whom we have no legal or contractual relationship.

ICANN will need to prove that the minor, marginally incremental benefit of collecting, processing and transferring Admin and Tech contact data at the request of third parties outweighs the principles of data minimization and lawful processing enshrined in the GDPR. We find the argument that duplicative technical contacts are necessary for the security and stability of the DNS implausible. We were not convinced this was the case when we first examined the law, and we remain unconvinced following the release ICANN’s Temporary Specification.

Tucows will continue to ensure that those with legitimate purposes, including law enforcement, intellectual property, and commercial litigation interests will have access to domain registrant information. On a daily basis, we see plenty of important circumstances wherein we find sharing that information to be legally is necessary, and this will not change. We collect a contact for the owner of each domain name sold on our platforms, and have the ability to contact the owner. When necessary, we also share that contact with law enforcement and others with a legitimate interest.

Personal Data Transfer to a Registry

ICANN’s continuing requirement that registrars transmit all data collected to the relevant registry is counter the GDPR’s principle of use of data only when a legitimate legal basis applies. There are circumstances where this transfer is necessary and reasonable, for example where a TLD has specific registrants requirements such as geographic restrictions. We are not opposed to these circumstances, but require agreements between ourselves and the registry for the specific collection, processing and transfer of that personal data.

However, as the registrar, we collect data that we need in order to enter into a contractual relationship with and provide requested services to the registrant. Transfer of that data to a registry is unnecessary—this is proven by the decades-old ‘thin model’ that 140 million .com and .net domains follow. We don’t feel that the temporary specification offers a robust legal basis for the transfer of data to registries and therefore presents an unacceptable risk under the GDPR.

Personal Data Display

ICANN has also required that we continue to publish the organization, state/province, and country fields in the public Whois. We disagree that the organization should be published because, although it is optional, many people do not realize this and put their own first and last names in the organization field. We do not want to expose the personal data of these registrants because of a misunderstanding, and it will take considerable time to educate registrants and cleanse this data from the field.

Desire for Clarity

Fundamentally, ICANN and Tucows disagree on how the GDPR impacts our contract. The facts and the law as we see them do not support ICANN’s broader view of what will impact the security and stability of the internet. Neither do we find the purposes outlined in the temporary specification proportional to the risks and consequences of continuing to collect, process and display unnecessary data. We look forward to, and welcome the clarity that will come from this legal action.

1https://www.icann.org/news/announcement-2018-05-25-en
2https://www.icann.org/news/announcement-2018-05-17-en

Tucows Reports Continuing Strong Financial Results for First Quarter 2018

– Quarter Highlighted by Strong Year-Over-Year Growth Across Key Financial Metrics –

TORONTO, May 9, 2018 – Tucows Inc. (NASDAQ:TCX, TSX:TC), a provider of network access, domain names and other Internet services, today reported its financial results for the first quarter ended March 31, 2018. All figures are in U.S. dollars.

Summary Financial Results

(In Thousands of US Dollars, Except Per Share Data)

3 Months Ended March 31
2018
(unaudited)
2017
(unaudited)
% Change
Net revenue 95,796 69,568 38%
Net income 3,744 2,446 53%
Basic Net earnings per common share $0.35 $0.23 52%
Adjusted EBITDA1 10,378 6,339 64%
Net cash provided by operating activities 9,573 2,402 299%

This Non-GAAP financial measure is described below and reconciled to GAAP net income in the accompanying table.

Summary of Revenues and Gross Margin
(In Thousands of US Dollars)

Revenue Gross Margin
3 Months Ended March 31 3 Months Ended March 31
2018
(unaudited)
2017
(unaudited)
2018
(unaudited)
2017
(unaudited)
Network Access Services:
Mobile Services 21,872 17,963 10,606 8,396
Other Services 1,736 1,287 795 462
Total Network Access Services 23,608 19,250 11,401 8,857
Domain Services:
Wholesale
Domain Services 58,428 39,092 7,114 4,629
Value Added Services 4,435 4,057 3,577 3,332
Total Wholesale 62,862 43,000 10,691 7,961
Retail 8,437 6,402 4,027 2,784
Portfolio 889 917 704 655
Total Domain Services 72,187 50,318 15,422 11,400
Network Expenses:
Network, other costs (2,343) (1,233)
Network, depreciation and amortization costs (1,630) (971)
Total Network Expenses (4,204) (3,314)
Total revenue/gross margin 95,796 69,568 22,619 16,944

“The first quarter was a solid start to 2018, with strong year-over-year growth in revenue, net income, adjusted EBITDA and cash flow from operations,” said Elliot Noss, President and Chief Executive Officer, Tucows Inc. “Our domains business continued its consistent performance as the Enom integration continues to progress on plan. Ting Mobile posted another quarter of solid year-over-year revenue and margin growth. On Ting Internet, we continued to see strong adoption in our three active towns and we prepared to start lighting up customers in our next two. Meanwhile, we announced our next Ting town, Fuquay-Varina, North Carolina.”

Financial Results

Net revenue for the first quarter of 2018 increased 38% to $95.8 million from $69.6 million for the first quarter of 2017 and benefitted from the accelerated revenue recognition of $14.6 million related to a bulk transfer of 2.65 million domain names during the first quarter of 2018.

Net income for the first quarter of 2018 increased to $3.7 million, or $0.35 per share, from $2.4 million, or $0.23 per share, for the first quarter of 2017 driven by the growth in Adjusted EBITDA and lower statutory tax rates as a result of the Tax Cuts and Jobs Act of 2017.

Adjusted EBITDA 1 for the first quarter of 2018 increased 64% to $10.4 million from $6.3 million for the first quarter of 2017 driven by Enom and Ting Mobile.

Cash and cash equivalents at the end of the first quarter of 2018 was $16.6 million compared with $18.0 million at the end of the fourth quarter of 2017 and $15.0 million at the end of the first quarter of 2017.

Notes:

1. Adjusted EBITDA

Tucows reports all financial information required in accordance with United States generally accepted accounting principles (GAAP). Along with this information, to assist financial statement users in an assessment of our historical performance, the Company typically discloses and discusses a non-GAAP financial measure, adjusted EBITDA, in press releases and on investor conference calls and related events that exclude certain non-cash and other charges as the Company believes that the non-GAAP information enhances investors’ overall understanding of our financial performance.

The Company believes that the provision of this supplemental non-GAAP measure allows investors to evaluate the operational and financial performance of the Company’s core business using similar evaluation measures to those used by management. The Company uses adjusted EBITDA to measure its performance and prepare its budgets. Since adjusted EBITDA is a non-GAAP financial performance measure, the Company’s calculation of adjusted EBITDA may not be comparable to other similarly titled measures of other companies; and should not be considered in isolation, as a substitute for, or superior to measures of financial performance prepared in accordance with GAAP. Because adjusted EBITDA is calculated before recurring cash charges, including interest expense and taxes, and is not adjusted for capital expenditures or other recurring cash requirements of the business, it should not be considered as a liquidity measure. Non-GAAP financial measures do not reflect a comprehensive system of accounting and may differ from non-GAAP financial measures with the same or similar captions that are used by other companies and/or analysts and may differ from period to period. The Company endeavors to compensate for these limitations by providing the relevant disclosure of the items excluded in the calculation of adjusted EBITDA to net income based on U.S. GAAP, which should be considered when evaluating the Company’s results. Tucows strongly encourages investors to review its financial information in its entirety and not to rely on a single financial measure.

The Company’s adjusted EBITDA definition excludes depreciation, amortization of intangible assets, income tax provision, interest expense, interest income, stock-based compensation, asset impairment, gains and losses from unrealized foreign currency transactions and infrequently occurring items, including acquisition and transitions costs. Gains and losses from unrealized foreign currency transactions removes the unrealized effect of the change in the mark-to-market values on outstanding unhedged foreign currency contracts, as well as the unrealized effect from the translation of monetary accounts denominated in non-U.S. dollars to U.S. dollars.

The following table reconciles net income to adjusted EBITDA (dollars in thousands):

3 Months Ended March 31
2017
(unaudited)
2016
(unaudited)
Net income for the period 3,744 2,446
Depreciation of property and equipment 1,232 757
Amortization of intangible assets 2,331 1,761
Interest expense, net 896 868
Provision for income taxes 1,183 (125)
Stock-based compensation 578 318
Unrealized loss (gain) on change in fair value of forward contracts (3) (18)
Unrealized loss (gain) on foreign exchange revaluation of foreign denominated monetary assets and liabilities 176 (50)
Acquisition and transition costs1 241 382
     
Adjusted EBITDA 10,378 6,339
1 *Acquisition and other costs represents transaction-related expenses, transitional expenses, such as duplicative post-acquisition expenses, related to our acquisition of Enom in January 2017. Expenses include severance or transitional costs associated with department, operational or overall company restructuring efforts, including geographic alignments.

Conference Call

Tucows management will host a conference call today, Wednesday, May 9, 2018 at 5:00 p.m. ET to discuss the Company’s first quarter 2018 results and outlook for the Company. Participants can access the conference call by dialing 1-888-231-8191 or 647-427-7450 or via the Internet at https://www.tucows.com/investors.

For those unable to participate in the conference call at the scheduled time, it will be archived for replay both by telephone and via the Internet beginning approximately one hour following completion of the call. To access the archived conference call by telephone, dial 416-849-0833 or 1-855-859-2056 and enter the passcode 5873817 followed by the pound key. The telephone replay will be available until Wednesday, May 16, 2018 at midnight. To access the archived conference call as an MP3 via the Internet, go to
https://www.tucows.com/investors.

About Tucows

Tucows is a provider of network access, domain names and other Internet services. Ting (https://ting.com) delivers mobile phone service and fixed Internet access with outstanding customer support. OpenSRS (http://opensrs.com) and Enom (http://www.enom.com) manage a combined 24 million domain names and millions of value-added services through a global reseller network of over 39,000 web hosts and ISPs. Hover (http://hover.com) makes it easy for individuals and small businesses to manage their domain names and email addresses. More information can be found on Tucows’ corporate website (http://tucows.com).

This release includes forward-looking statements as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995 including statements regarding our expectations regarding our future financial results and, including, without limitation, our expectation regarding our ability to realize synergies from the Enom acquisition and our expectation for growth of Ting Internet. These statements are based on management’s current expectations and are subject to a number of uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements. Information about other potential factors that could affect Tucows’ business, results of operations and financial condition is included in the Risk Factors sections of Tucows’ filings with the Securities and Exchange Commission. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. All forward-looking statements are based on information available to Tucows as of the date they are made. Tucows assumes no obligation to update any forward-looking statements, except as may be required by law.

Tucows, Ting, OpenSRS, Enom and Hover are registered trademarks of Tucows Inc. or its subsidiaries.

Contact:

Lawrence Chamberlain
Loderock Advisors
(416) 519-4196
lawrence.chamberlain@loderockadvisors.com

Tucows Reports Continuing Strong Financial Results for Fourth Quarter and Full Year 2017

– Fourth Quarter and Year Highlighted by Record Revenue, Net Income, Adjusted EBITDA and Cash Flow from Operations –

TORONTO, February 14, 2018 – Tucows Inc. (NASDAQ:TCX, TSX:TC), a provider of network access, domain names and other Internet services, today reported its financial results for the fourth quarter ended December 31, 2017. All figures are in U.S. dollars.

Summary Financial Results
(In Thousands of US Dollars, Except Per Share Data)

3 Months Ended December 31 12 Months Ended December 31
2017
(unaudited)
2016
(unaudited)
% Change 2017
(unaudited)
2016
(unaudited)
% Change
Net revenue 90,621 48,805 86% 329,421 189,819 74%
Net income1 11,199 2,817 298% 22,327 16,067 39%
Basic Net earnings per common share1 1.06 0.27 293% 2.12 1.53 39%
Adjusted EBITDA2, 3 15,275 7,333 108% 41,356 30,130 37%
Net cash provided by operating activities 14,081 9,067 55% 31,897 22,509 42%

1. Net Income and Earnings Per Share for the fourth quarter and Fiscal 2017 reflect a net positive implementation impact from the Tax Cuts and Jobs Act of 2017 of $5.8 million and $0.55 per share, respectively.

2. This Non-GAAP financial measure is described below and reconciled to GAAP net income in the accompanying table.

3. Adjusted EBITDA for the fourth quarter and twelve months of 2017 reflect the impact of the purchase price accounting adjustment related to the fair value write down of deferred revenue from the Enom acquisition which lowered Adjusted EBITDA by $0.8 million and $7.8 million for the fourth quarter and first twelve months of 2017, respectively.

 

Summary of Revenues and Gross Margin
(In Thousands of US Dollars)

Revenue Gross Margin
3 Months Ended December 31 3 Months Ended December 31
2017
(unaudited)
2016
(unaudited)
2017
(unaudited)
2016
(unaudited)
Network Access Services:
Mobile Services 23,795 17,839 11,094 8,951
Other Services 1,357 919 405 254
Total Network Access Services 25,152 18,758 11,499 9,205
Domain Services:
Wholesale
Domain Services 48,320 23,130 6,514 4,398
Value Added Services 4,538 2,336 3,978 1,819
Total Wholesale 52,858 25,466 10,492 6,217
Retail 8,711 3,883 4,141 2,086
Portfolio 3,900 698 3,377 555
Total Domain Services 65,469 30,047 18,010 8,858
Network Expenses:
Network, other costs (2,260) (1,285)
Network, depreciation and amortization costs (1,513) (355)
Total Network Expenses (3,773) (1,640)
Total revenue/gross margin 90,621 48,805 25,736 16,423

 

“The fourth quarter saw strong growth across each of our key financial metrics, capping off a year in which we delivered record financial performance while achieving our operational goals,” said Elliot Noss, President and Chief Executive Officer, Tucows Inc. “We completed a major acquisition that solidified our position as the second largest domain name registrar in the world, and remain on track to realize acquisition synergies that will contribute approximately $5 million in incremental annualized EBITDA by 2019. Ting Mobile posted its sixth straight year of top line and bottom line growth. And on Ting Internet, we continued to build the foundation of a business that we expect will become a meaningful contributor to our business and deliver growth for many years to come.”

Financial Results

Net revenue for the fourth quarter of 2017 increased 86% to $90.6 million from $48.8 million for the fourth quarter of 2016.

Net income for the fourth quarter of 2017 increased to $11.2 million, or $1.06 per share, from $2.8 million, or $0.27 per share, for the fourth quarter of 2016. Net income for the fourth quarter of 2017 was positively impacted by the tax related implementation impacts from the Tax Cuts and Jobs Act of 2017 for $5.8 million or $0.55 per share.

Adjusted EBITDA2 for the fourth quarter of 2017 increased 108% to $15.3 million from $7.3 million for the fourth quarter of 2016. The increase in adjusted EBITDA2 was the result of the acquisition of Enom in January 2017, an outsized domain portfolio sale and growth in Ting Mobile.

Cash and cash equivalents at the end of the fourth quarter of 2017 increased to $18.0 million from $12.5 million at the end of the third quarter of 2017 and $15.1 million at the end of the fourth quarter of 2016.

Notes:

1. Adjusted EBITDA

Tucows reports all financial information required in accordance with United States generally accepted accounting principles (GAAP). Along with this information, to assist financial statement users in an assessment of our historical performance, the Company typically discloses and discusses a non-GAAP financial measure, adjusted EBITDA, in press releases and on investor conference calls and related events that exclude certain non-cash and other charges as the Company believes that the non-GAAP information enhances investors’ overall understanding of our financial performance.

The Company believes that the provision of this supplemental non-GAAP measure allows investors to evaluate the operational and financial performance of the Company’s core business using similar evaluation measures to those used by management. The Company uses adjusted EBITDA to measure its performance and prepare its budgets. Since adjusted EBITDA is a non-GAAP financial performance measure, the Company’s calculation of adjusted EBITDA may not be comparable to other similarly titled measures of other companies; and should not be considered in isolation, as a substitute for, or superior to measures of financial performance prepared in accordance with GAAP. Because adjusted EBITDA is calculated before recurring cash charges, including interest expense and taxes, and is not adjusted for capital expenditures or other recurring cash requirements of the business, it should not be considered as a liquidity measure. Non-GAAP financial measures do not reflect a comprehensive system of accounting and may differ from non-GAAP financial measures with the same or similar captions that are used by other companies and/or analysts and may differ from period to period. The Company endeavors to compensate for these limitations by providing the relevant disclosure of the items excluded in the calculation of adjusted EBITDA to net income based on U.S. GAAP, which should be considered when evaluating the Company’s results. Tucows strongly encourages investors to review its financial information in its entirety and not to rely on a single financial measure.

The Company’s adjusted EBITDA definition excludes depreciation, amortization of intangible assets, income tax provision, interest expense, interest income, stock-based compensation, asset impairment, gains and losses from unrealized foreign currency transactions and infrequently occurring items, including acquisition and transitions costs. Gains and losses from unrealized foreign currency transactions removes the unrealized effect of the change in the mark-to-market values on outstanding unhedged foreign currency contracts, as well as the unrealized effect from the translation of monetary accounts denominated in non-U.S. dollars to U.S. dollars.

The following table reconciles net income to adjusted EBITDA (dollars in thousands):

3 Months Ended December 31 12 Months Ended December 31
2017
(unaudited)
2016
(unaudited)
2017
(unaudited)
2016
(unaudited)
Net income for the period 11,199 2,817 22,327 16,067
Depreciation of property and equipment 1,114 518 3,728 1,824
Amortization of intangible assets 2,330 304 8,400 953
Impairment of intangible assets 110 15 111 43
Interest expense, net 865 148 3,567 450
Provision for income taxes (1,033) 2,570 1,748 9,046
Stock-based compensation 623 214 1,457 799
Unrealized loss (gain) on change in fair value of forward contracts 54 (31) 17 (323)
Unrealized loss (gain) on foreign exchange revaluation of foreign denominated monetary assets and liabilities (45) 336 (805) 829
Acquisition and transition costs* 58 442 806 442
Adjusted EBITDA 15,275 7,333 41,356 30,130

*
Acquisition and other costs represents transaction-related expenses, transitional expenses, such as duplicative post-acquisition expenses, related to our acquisition of Enom in January 2017. Expenses include severance or transitional costs associated with department, operational or overall company restructuring efforts, including geographic alignments.

 

Conference Call

Tucows management will host a conference call today, Wednesday, February 14, 2018 at 8:00 a.m. (ET) to discuss the Company’s fourth quarter 2018 results. Participants can access the conference call by dialing 1-888-231-8191 or 647-427-7450 or via the Internet at https://www.tucows.com/investors.

For those unable to participate in the conference call at the scheduled time, it will be archived for replay both by telephone and via the Internet beginning approximately one hour following completion of the call. To access the archived conference call by telephone, dial 416-849-0833 or 1-855-859-2056 and enter the passcode 7376628 followed by the pound key. The telephone replay will be available until Wednesday, February 21, 2018 at midnight. To access the archived conference call as an MP3 via the Internet, go to https://www.tucows.com/investors.

About Tucows
Tucows is a provider of network access, domain names and other Internet services. Ting (https://ting.com) delivers mobile phone service and fixed Internet access with outstanding customer support. OpenSRS (http://opensrs.com) and Enom (http://www.enom.com) manage a combined 28 million domain names and millions of value-added services through a global reseller network of over 39,000 web hosts and ISPs. Hover (http://hover.com) makes it easy for individuals and small businesses to manage their domain names and email addresses. More information can be found on Tucows’ corporate website (http://tucows.com).

This release includes forward-looking statements as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995 including statements regarding our expectations regarding our future financial results and, including, without limitation, our expectation regarding our ability to realize synergies from the Enom acquisition and our expectation for growth of Ting Internet. These statements are based on management’s current expectations and are subject to a number of uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements. Information about other potential factors that could affect Tucows’ business, results of operations and financial condition is included in the Risk Factors sections of Tucows’ filings with the Securities and Exchange Commission. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. All forward-looking statements are based on information available to Tucows as of the date they are made. Tucows assumes no obligation to update any forward-looking statements, except as may be required by law.

Tucows, Ting, OpenSRS, Enom and Hover are registered trademarks of Tucows Inc. or its subsidiaries.

Contact:

Lawrence Chamberlain
(416) 519-4196
lawrence.chamberlain@loderockadvisors.com

Tucows Announces $40 Million Stock Buyback Program

TORONTO, February 14, 2018Tucows Inc. (NASDAQ:TCX, TSX:TC) today announced that its Board of Directors has approved a stock buyback program to repurchase, from time to time, up to $40 million of its common stock in the open market.   

The new $40 million buyback program will commence February 14, 2018 and will terminate on or before February 13, 2019.  Purchases for the new $40 million buyback program will be made exclusively through the facilities of the NASDAQ Capital Market.  The previously announced $40 million buyback program for the period March 1, 2017 to February 28, 2018 has been terminated.  

All shares purchased by Tucows under the stock buyback program will be retired and returned to treasury.

The timing and exact number of common shares purchased will be at Tucows’ discretion and will depend on available cash and market conditions. Tucows may suspend or discontinue the repurchases at any time, including in the event Tucows would be deemed to be making an acquisition of its own shares under Rule 13e-3 of the Securities Exchange Act of 1934, as amended. Subject to applicable securities laws and stock exchange rules, all purchases will occur through the open market and may be in large block purchases. Tucows does not intend to purchase its shares from its management team or other insiders.

The purchase will be funded from available working capital and existing credit facilities. As of February 13, 2018, Tucows had 10,588,958 common shares outstanding.

NO STOCK EXCHANGE, SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE INFORMATION CONTAINED HEREIN.

About Tucows

Tucows is a provider of network access, domain names and other Internet services. Ting (https://ting.com) delivers mobile phone service and fixed Internet access with outstanding customer support. OpenSRS (http://opensrs.com) and Enom (http://www.enom.com) manage a combined 28 million domain names and millions of value-added services through a global reseller network of over 39,000 web hosts and ISPs. Hover (http://hover.com) makes it easy for individuals and small businesses to manage their domain names and email addresses. More information can be found on Tucows’ corporate website (http://tucows.com).

This news release contains, in addition to historical information, forward-looking statements related to the proposed stock buyback program, including the timing, manner and total number of shares to be purchased under the proposed stock buyback program. Such statements are based on management’s current expectations and are subject to a number of uncertainties and risks, which could cause actual results to differ materially from those described in the forward-looking statements. Information about potential factors that could affect Tucows’ business, results of operations and financial condition is included in the Risk Factors sections of Tucows’ filings with the Securities and Exchange Commission. All forward-looking statements included in this document are based on information available to Tucows as of the date of this document, and except to the extent Tucows may be required to update such information under any applicable securities laws, Tucows assumes no obligation to update such forward-looking statements.

Tucows, Ting, OpenSRS, Enom and Hover are registered trademarks of Tucows Inc. or its subsidiaries.

Contact:

Lawrence Chamberlain
(416) 519-4196
lawrence.chamberlain@loderockadvisors.com

Ting Internet 2017 Build Scorecard

Our Build Scoreboard represents an estimate of how many serviceable addresses we have built to so far in each of our Ting Internet towns out of what we project to be our total potential build in each town. We will update this annually to help shareholders easily track both progress and potential.

Tucows Reschedules Fourth Quarter Investment Community Conference Call to Wednesday, February 14, 2018 at 8:00 A.M. (ET)

TORONTO, February 5, 2018 – Tucows Inc. (NASDAQ: TCX, TSX: TC) today announced that it has rescheduled its fourth quarter 2017 financial results conference call to Wednesday, February 14, 2018 at 8:00 a.m. (ET).  The Company expects to report its fourth quarter 2017 financial results via news release at approximately 7:00 a.m. (ET) the same day.

Participants can join the call by dialing 1-888-231-8191 or 647-427-7450. Participants can also access the conference call via the Internet at https://www.tucows.com/investors.

For those unable to participate in the conference call at the scheduled time, it will be archived for replay both by telephone and via the Internet beginning approximately one hour following completion of the call. To access the archived conference call by telephone, dial 1-855-859-2056 or 416-849-0833 and enter the pass code 7376628 followed by the pound key.  The telephone replay will be available until Wednesday, February 21, 2018 at midnight. To access the archived conference call as an MP3 via the Internet, go to https://www.tucows.com/investors.

About Tucows

 Tucows, Inc. is a provider of network access, domain names and other Internet services. Ting (https://ting.com) delivers mobile phone service and fixed Internet access with outstanding customer support. OpenSRS (http://opensrs.com) and Enom (http://www.enom.com) manage a combined 29 million domain names and millions of value-added services through a global reseller network of over 40,000 web hosts and ISPs. Hover (http://hover.com) makes it easy for individuals and small businesses to manage their domain names and email addresses. More information can be found on Tucows’ corporate website (http://tucows.com).

Tucows, Ting, OpenSRS, Enom and Hover are registered trademarks of Tucows Inc. or its subsidiaries.

Contact:
Lawrence Chamberlain
(416) 519-4196
lawrence.chamberlain@loderockadvisors.com

Tucows Fourth Quarter Investment Community Conference Call is Tuesday, February 13, 2018 at 8:00 A.M. (ET)

TORONTO, January 30, 2018 – Tucows Inc. (NASDAQ: TCX, TSX: TC) plans to report its fourth quarter fiscal 2017 financial results via news release on Tuesday, February 13, 2018 at approximately 7:00 a.m. (ET). Tucows management will host a conference call on the same day at 8:00 a.m. (ET) to discuss the results and the outlook for the company.

Participants can join the call by dialing 1-888-231-8191 or 647-427-7450. Participants can also access the conference call via the Internet at https://www.tucows.com/investors.

For those unable to participate in the conference call at the scheduled time, it will be archived for replay both by telephone and via the Internet beginning approximately one hour following completion of the call. To access the archived conference call by telephone, dial 1-855-859-2056 or 416-849-0833 and enter the pass code 7376628 followed by the pound key. The telephone replay will be available until Tuesday, February 20, 2018 at midnight. To access the archived conference call as an MP3 via the Internet, go to https://www.tucows.com/investors.

About Tucows

Tucows, Inc. is a provider of network access, domain names and other Internet services. Ting (https://ting.com) delivers mobile phone service and fixed Internet access with outstanding customer support. OpenSRS (http://opensrs.com) and Enom (http://www.enom.com) manage a combined 29 million domain names and millions of value-added services through a global reseller network of over 40,000 web hosts and ISPs. Hover (http://hover.com) makes it easy for individuals and small businesses to manage their domain names and email addresses. More information can be found on Tucows’ corporate website (http://tucows.com).

Tucows, Ting, OpenSRS, Enom and Hover are registered trademarks of Tucows Inc. or its subsidiaries.

Contact:
Lawrence Chamberlain
(416) 519-4196
lawrence.chamberlain@loderockadvisors.com

Why Tucows Doesn’t Take Down Domains for Website Content Issues

The answer to this question is long and complicated. Our goal in this statement is to try to be transparent about our reasoning and process. Fundamentally, Registrars are a key piece of the DNS, and part of the technical infrastructure of the Internet. Consequently, it is neither appropriate nor effective to resolve content issues at a Registrar.

Controversy tends to be focused on a single domain, but it is a mistake to consider domains in isolation. A free and open Internet hangs in the balance of how Registrars, ISPs, and other similar parties respond to takedown requests. Tucows controls about 10% of the total domains that exist today—the second-most of any single company in the world. This is an immense responsibility and our choices have extremely broad implications.

We do not see ourselves, or similar infrastructure companies, as the appropriate arbiters of what content belongs on the Internet. That power belongs to agencies of justice and should continue to be exercised via due process.

What is our role in relation to website content?

Tucows and its domain-related brands (OpenSRS, Enom, and Hover) are Registrars. It’s important to understand what a Registrar is, and what it can and cannot do. Registrars manage the technical infrastructure, which enables the buying and management of domain names. Domain names are not websites; they are strings of characters (such as ‘example.com’) and act as a human-friendly layer that points to a website. Web-hosting companies, rather than Registrars, provide the services that allow website content to be available online, making that content accessible to Internet users.

Tucows cannot exercise control over the content of a website pointed to by a domain registered via our platform.

Because we’re not a web-hosting company, we cannot remove specific pages or content on a website. The tools available to a Registrar to address content issues are very blunt; we can only suspend a domain, or force the registrant (owner) to move it elsewhere.

We don’t consider forcing a registrant to transfer domains off our platform to be a compelling solution for multiple reasons:

1. It resolves nothing with transgressive website content. Forced transfers only push domains pointing to problematic website content elsewhere, which is both unfair to our competitors and devoid of actual resolution.

2. Multiple domains from multiple registrars may be pointed at a single website, limiting the efficacy of suspending any one single domain. If a domain is suspended, a replacement domain may be registered, pointed, propagated, and socialized in minutes, leading to an endless game of whack-a-mole.

To be clear, asking a Registrar to suspend a domain is an ineffective method of resolving content issues. The content can be relabeled, quickly and easily, with a new domain name, or accessed by use of an IP address.

Web-hosting companies are in a better position to address content issues. Web-hosts have the ability to provide a much more granular response and almost always have a direct relationship with their users and content.

Who has the right to decide what’s online?

We have Terms of Service that allows us broad capacity to cease providing services, as do most providers. The issue at hand is not what we could do, but what we should do. Tucows has always believed in a free and open Internet. It is imperative that those who operate as a fundamental piece of the Internet’s infrastructure, such as Registrars, Internet exchanges, and ISPs, remain content-neutral; their neutrality is essential in preserving the diversity of content on the Internet.

There are two scenarios in which we suspend domain names:

1. If there is evidence of due process

The reason due process is fundamental is that it represents the norms we’ve established as a society. When a court order arrives, dictating action, we can be confident that a domain has transgressed the law.

2. In “exigent circumstances”

This is where we are confronted with a situation that appears to represent an imminent threat of violence, injury, or significant crime. These are exceedingly rare. The judgement on exigent circumstances is always contextual and informed by as much information as we are able to gather at the time.

What should you do if you wish to remove content from the Internet?

Generally, the first step would be to approach the website owner, either via the contact information on the site itself, or through the contacts in Whois. Your second step would be to contact the web-host. Tucows is primarily a wholesale Registrar, and many of its resellers are web-hosts. You can identify the Tucows reseller responsible for a domain here. You can identify the reseller of a domain registered through Enom here.

Lastly, if you think the domain in question falls into one of the categories above, you can submit a ticket to our abuse team.

In conclusion

While, as an organization, we may vehemently disagree with the values and ideas a given website aims to disseminate, we feel the power to decide what types of content should and should not be online must rest with the people, rather than in the hands of a select group of corporations.

Further reading:

If you are interested in further reading regarding the relationship between Registrars and content, you could start with the following links:

 

Clarifying the Daily Stormer issue

Tucows (which owns the Enom, OpenSRS, and Hover brands) finds racism and its proponents detestable. We are proud to be a diverse company based in the most diverse city in the world. As well, Charlottesville, Virginia is home to a Tucows office and many of our employees there. We have all been shaken and deeply saddened by recent events.

In regards to the current issue around the Daily Stormer website, Tucows was never the webhost nor the registrar for the domain. Tucows provides a domain privacy service for millions of domains belonging to our wholesale domain resellers and to other registrars. The domain in question was transferred to one of our registrar partners and the privacy service was automatically applied.

Like Google, and GoDaddy before them, we felt this domain clearly violated our privacy service terms of service by inciting violence, and removed the privacy protection from the domain.

We are also monitoring our systems for incoming transfer requests for the Daily Stormer domain so that we can give our resellers the opportunity to deny those requests.

Domain names are gateways to speech and we take our responsibilities towards free speech and expression extremely seriously. Incitement to violence is not protected speech and the Daily Stormer regularly conducts such incitement, which is why we no longer provide it with any service.

The process of balancing free speech and the ugly opinions that people share is neither easy nor pleasant. Every day we receive many, many complaints about the content on any number of the 24 million domains on our platform. Let us be exceptionally clear: we find the content of many of these pages patently abhorrent and evidence of the worst that humanity can stoop to. Nevertheless, there are legal mechanisms and processes in place for dealing with issues of free speech and we consider it our responsibility to follow them.

We have and will act in what we call “exigent circumstances” where there is an imminent threat of violence or crime. GoDaddy responded to the Daily Stormer appropriately under these circumstances. However, these circumstances aside, we have found that the clearest path forward, to protect freedom of speech and expression, is to act where we have evidence that due-process has been observed. When such is provided to us, we act on it.

Telcos want control of the Internet. Together we can still stop them.

Time is running out to protect the Internet as we know it.

Today is a day to rally. A day to talk, to reach out and especially to act.

It’s the last chance to fight to keep fair and equal access to the Internet. The day we exercise our freedom of speech to maintain the same right online. The day we hold high the principle of common carriage; the principal that service providers must serve the general public without discrimination. A principle that started with blacksmiths, innkeepers and ship owners and is today part of our social contracts with public airlines, railroads, buses, taxicabs, freight and phone companies and yes, Internet service providers. The latter, because as Public Knowledge said so succinctly:

“Networks are so vital to the functioning of society that the maintenance of such networks cannot be left to the market solely.”

The Internet is the world’s principal source of information. We deserve access to all lawful content unedited, unfiltered, uncensored, unfettered. We want real journalism, not an echo chamber. We want to hear all voices, not only the ones who’ve paid to speak.

We don’t want a two-tiered system controlling online communication.

We are not alone.

At Tucows, we believe the Internet is the greatest agent for positive change the world has even seen. We are thrilled and humbled by what can be achieved when billions of people have access to information and a vehicle to communicate, collaborate and co-create. We are increasingly wary of large corporations that are willing to compromise customer experiences and impede progress to protect market share. We are similarly concerned about politicians that legislate on the Internet without truly understanding the world they are affecting.

So today we ask you to join our voice to protect the open Internet, by asking the FCC to preserve net neutrality. It’s easy. We promise.

Tucows Cuts the Crap

TORONTO, May 3, 2016After successful forays into fiber Internet, cell phone service and domain names, Tucows (NASDAQ: TCX, TSX: TC) removes the yoke from tucows.com/downloads.

There was a time when offering software and shareware for people to download was good, honest work.

But then. Then, things got ugly. Then came the dark days where software download sites needed to wring every possible cent out of their wares. Even Tucows downloads, the seminal software download site, was not immune.

Those days made finding a download button in among the various masquerading ads more like tiptoeing through a minefield. Downloading software became a high stakes mission: Double check the pop-up blocker to ensure it’s working. Fire up AdBlock. Deep breath. Swoop in, grab the software in question and run. Oh yeah, and be exceedingly careful what you agree to in the installation process of said software.

No, I don’t want to run a scan on my computer.

Yes, I really do want to close this browser window.

Please. Please just let me go. You can have your software back. Please.

It felt like the digital equivalent of shoplifting, but with all the moral turpitude squarely on the purveyor’s side.

No more.

Tucows.com/downloads is once again a bastion for the way software downloads should be.

With Tucows’ success in wholesale and retail domain names (OpenSRS and Hover, respectively) and more recently with mobile phone service (Ting) and fiber Internet (Ting Internet), tucows.com/downloads has become less relevant when looking at the balance sheet.

“We don’t lightly walk away from opportunities or revenue,” said Elliot Noss, CEO of Tucows. “In the end, though, we’d rather have the Tucows name associated with good; with a belief in the power of the Internet to affect positive change. An ad-heavy site that packages browser toolbars along with every download isn’t something we want the Tucows name associated with,” he continued.

In other words, Tucows is in the enviable position of being able to walk away from easy money in favor of doing what feels right.

“On the Tucows downloads site today, you’ll find no flashing ads. No toolbars. No pop-ups,” said Noss. “You might see a few plugs for other Tucows services, but nothing too egregious… and certainly not anything that’s pretending to be a download button.”

In the end, the hope is that maybe, if you enjoy downloading software from the only ad-free downloads site on the Internet, you might consider registering your next domain name with Hover, ditching your current cell phone plan for Ting, moving to a Ting fiber Internet town and embarking on a new career as a domain name reseller on the OpenSRS platform.

About Tucows.com/downloads
The Tucows downloads library has been online since 1993 where it launched, suitably enough, in a public library in Flint, MI. There was a time when almost literally everyone on the nascent Internet touched the Tucows downloads site.

Keeping busy
In 1999, Tucows launched OpenSRS (opensrs.com) to challenge the wholesale domain tools and options of the day. OpenSRS today is a major wholesale domain registrar and contributor to the Tucows business with over 13 million domain names under management and 13,000 reseller partners.

Hover (hover.com), meanwhile, challenges the idea that domain names are necessarily complicated and that the path to finding the right online home for your idea is a process that’s littered with upsells and confusion.

Ting (ting.com) challenges the bloated, overpriced and intentionally confusing cell phone plans of the day. In so doing, it saves over 200,000 families and businesses a bunch of money on their monthly mobile phone bills.

Ting Internet (ting.com/Internet) challenges the idea that fiber Internet only makes sense in bigger cities. It brings gigabit fiber Internet access to cities and towns throughout America. Towns that would otherwise be passed over as big guys race to get major metros online with fiber.


Media Contact:
Andrew Moore-Crispin
1-844-275-1773
andrewmc@tucows.com

Investor Contact:
Lawrence Chamberlain
416-848-1457
lchamberlain@national.ca

Ting job fair: Join the Ting team in St. Catharines!

We’ve put together a beautiful office space in downtown St. Catharines at the corner of King and James (Map). It’s a great place to spend the working hours and we’ve got the whole third floor to ourselves.

We’ll be holding a career fair from 3pm to 8pm on Thursday, September 10 and Monday, September 14, 2015. Our management teams will be on site and ready to talk to you about a career at Ting and Tucows so please bring your resume.

If “mobile that makes sense” and “crazy fast fiber Internet” sound like the kind of mission you can get behind, we’d love to meet you. Maybe even hang out for nine hours a day, five days a week for the foreseeable future.

We’re specifically looking for people to join our Customer Experience team in the following positions.

• Customer Experience Manager
• Customer Advisors
• Network Operations Center (NOC) Analyst

Check the Careers section for more details.

We’re always looking for great people to join the team so come out and say hello.

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Mass Surveillance – The Day We Fight Back

Hey, Let’s All Get Together to End Mass Surveillance

Being able to conduct our private online affairs privately is important.

If you don’t need any further convincing, jump down to find out why online privacy matters to us, what we’re doing to help protect it and how you can help.

Perhaps our opening statement seems weird and anachronistic, seeing as we live in a world where people are increasing both the amount of information they share, and the speed at which they share it.

Here’s why we think online privacy is important.

Privacy gives us the space as individuals to find and define our sense of self, and for organizations and companies to innovate and experiment.

Mass surveillance strips us all of the opportunity to choose what information we share, when, where and with whom. The choice between what’s public and what’s private is now in the hands of those that control the data.

Over the past eight months, the details of various national mass surveillance programs have been brought to light. We find the broad and unmitigated power that’s being entrusted to bodies like the National Security Agency (NSA) truly frightening.

We are pretty upset about it. We think you should be pretty upset about it too.

These mass surveillance programs undermine trust in our governments and in the corporations that provide access to and services on the Internet. Most importantly, it undermines trust in the Internet itself. It is the Internet that brings us together and allows us to share in each other’s experiences.

Why it matters to us

For OpenSRS: There is a crisis of faith in the organizations that govern the Internet. That, consequently, undermines how our business operates. The policies and procedures that are part of running the Internet infrastructure businesses depend on requires global trust in the organizations that develop and enforce them. Perhaps these organizations, like the Internet Corporation for Assigned Names and Numbers (ICANN), are too closely connected to the US government, but can they become more global without benefitting those that would seek to control, censor and undermine the Internet?

For Ting: We’ve tried very hard to build a unique service. We’re open and transparent in our pricing and in how we interact with our customers. After years of gouging and poor customer service, it’s no wonder that there is a general lack of trust in mobile service providers. Now, though, it’s also clear that some companies have been providing warrantless, wholesale data access to surveillance programs. Customers are now concerned that we’re providing their phone records and meta-data to these programs without notification or due process. Though we haven’t received any law enforcement requests for user information, these concerns are understandable.

What we’re doing about it

We’re trying to raise awareness through this post and by participating in The Day We Fight Back. We’re also raising money for the Electronic Frontier Foundation (EFF).

  • Hover will be donating $1 for every domain transferred to Hover on February 11.
  • Ting will be donating $1 up to $10,000 for everyone that shares this post from the Ting blog using the sharing tools there.

What You can do About It:

Here’s the great bit. Just over a year ago, citizens joined together online to defeat some rather heinous digital communications legislation. We know that individual voices matter, and we’ve seen the change they can bring.

If you’re American: Use the banner at the bottom of this post to contact your legislator and let them know that mass surveillance is unacceptable.

If you’re Canadian: Sign the petition hosted by OpenMedia. Or you can find and contact your member of parliament. Now is an excellent time to ask for increased oversight of the Communications Security Establishment (CSE).

Global citizens: Visit The Day We Fight Back and tweet, Facebook, or G+ your support for ending programs of mass surveillance.



10th Anniversary Telecommunications Forum, February 24-25, 2014 in Ottawa, Canada

tf2014

Tucows CEO Elliot Noss has been invited to speak at the 10th Anniversary Telecommunications Forum on February 24-25, 2014 in Ottawa. He’ll be delivering a lunchtime keynote presentation on February 25 titled, “The Dire State of Networks in Canada, and How We Can Take Advantage of It.”

His presentation is likely to get the attention of a few carriers, some policy makers and industry players and a whole lot of potential customers.

We’ve had great success in the US market with Ting, and we’d love to help push for change in the Canadian market as well.

We’ve secured a 10% discount off the regular conference fee. Use discount code #19382 when you register.

Visit http://www.insightinfo.com/tele/ for more information and to register for the event.

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