2018 Board Election

Seeking applicants for Board slate

The CIRI Nominating Committee seeks CIRI shareholders interested in nomination to the 2018 CIRI Board of Directors’ candidate slate. To be considered, all Board slate applicants, including incumbents, must complete and return a candidate nominee application to CIRI by 3 p.m. Alaska Standard Time on Monday, Jan. 15. Additional information can be found on CIRI’s website or by contacting the Shareholder Relations department.

The Nominating Committee will review all timely applications, conduct selected interviews and recommend candidates to CIRI’s Board of Directors. Based on the Nominating Committee’s recommendations and the Board’s subsequent evaluation, the CIRI Board will name five candidates to the Board-recommended slate.

Board write-in candidates

As in the past, all shareholders interested in running for the CIRI Board of Directors as write-in candidates, including those individuals not selected for the Board-recommended slate, will have an opportunity to submit their information for inclusion in CIRI’s election materials.

Write-in candidate information packets will be available from CIRI Shareholder Relations and posted on CIRI’s website no later than Wednesday, Jan. 31. Completed write-in candidate information packets must be received by CIRI by noon Alaska Standard Time on Feb. 20.

In accordance with CIRI’s By-Laws and election policies and procedures, the names, photographs and accurate and appropriate personal statements of all eligible write-in candidates will appear in CIRI’s election materials. There is no charge to a write-in candidate to have this information included. This process enables any eligible CIRI shareholder to run for election to the CIRI Board of Directors with minimal effort and expense and reduces the number of mailings and materials shareholders receive.

Director responsibilities and experience

CIRI Directors are responsible for initiating and developing the policies that further the goals of the company, while addressing the economic, social and cultural needs of the shareholders. All applicants should be well-rounded and possess a strong understanding of business. In selecting a Board-recommended slate, the CIRI Board looks for demonstrated decision-making, leadership and communication skills, as well as honesty and integrity. Knowledge of business operations, involvement with Alaska Native issues and a college degree or equivalent business experience are also desired.

Director eligibility

Pursuant to CIRI’s By-Laws, no person shall be qualified to serve as a CIRI Director who:

1. is not at least 18 years of age;
2. is not a voting CIRI shareholder;
3. has been convicted, as determined by a court of competent jurisdiction, of a felony within five years before election;
4. has been found, as determined by a court of competent jurisdiction, to have engaged in fraud or illegal business practices; or
5. has been found, as determined by a court of competent jurisdiction, to have breached a confidentiality agreement with the corporation.

Reminder

Alaska law defines proxy solicitations as a request to execute or not to execute, or to revoke a proxy; or the distributing of a proxy or other communication to shareholders under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy. Shareholders who campaign or solicit votes/proxies in connection with CIRI’s 2018 Annual Meeting are reminded to become familiar with the State of Alaska’s laws and regulations pertaining to ANCSA proxy solicitation. As an example, under Alaska regulations, materials published on the Internet – including electronic forums such as Facebook – are presumed to be distributed to more than 30 Alaska resident shareholders and must be filed with the State of Alaska’s Department of Commerce, Community and Economic Development, Division of Banking and Securities at the same time they are published. Failure to make the required disclosures, failing to file or to timely file the required proxy solicitation materials, and/or making a disclosure or other material statement that is false or misleading, could result in the invalidation of proxies. Any questions pertaining to the regulations should be directed to the Division of Banking and Securities.