This excerpt taken from the GPIC 10-K filed May 15, 2007.
Our Board of Directors has five standing committees: the Audit Committee, the Compensation Committee, the Compliance Committee, the Nominating and Governance Committee and the Directors Plan Committee. The Board of Directors has determined that Messrs. Kelly, Henry and Dennis each meet, and that Benoit Aucouturier, who served as a director during a part of 2006, met the independence requirements of The NASDAQ Global Market.
Each member of the Audit Committee and Nominating and Governance Committee is independent as defined under the current NASDAQ listing standards. Other than Mr. Thieffry, each member of the Compensation Committee is independent as defined under the current NASDAQ listing standards. Mr. Thieffry is not independent due to his affiliation with Mrs. Carrette, who beneficially owns 49.3% of the outstanding shares of the Company. Our Board of Directors has determined that we are a controlled company and are therefore exempt from certain of the NASDAQ rules, including the requirements for a majority independent board and independent compensation and nominating committees. Mrs. Carrette and Mr. Endy previously concluded that, as a result of the voting agreement and irrevocable proxies between them in connection with the election of directors (as described above), among other things, that they are acting as a group within the meaning of Section 13(d)(3) of the Securities Act of 1933, as amended. Mrs. Carrette and Mr. Endy have each publicly filed Schedules 13D reporting the existence of a group between them. As a group, Mrs. Carrette and Mr. Endy beneficially own more than 50% of our voting power.