BGC » Topics » TRANSACTIONS WITH RELATED PERSONS

This excerpt taken from the BGC DEF 14A filed Mar 28, 2008.

TRANSACTIONS WITH RELATED PERSONS


The Company has adopted policies and procedures for review and approval of any related party transactions that meet the minimum threshold for disclosure in the proxy statement under the applicable Securities and Exchange Commission rules (generally, transactions involving amounts exceeding $120,000 in which a related person has a direct or indirect material interest).  The Company has not entered into any transactions since the beginning of its last fiscal year with any related person.


Under the Company’s policies and procedures, related parties are expected to seek Audit Committee approval of related party transactions before the transaction is entered into or amended.  The



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Audit Committee may ratify a transaction after it has been entered into, in which case the transaction will be evaluated on the same standards as a transaction being pre-approved.  In certain circumstances, the Audit Committee Chairman may act on behalf of the Audit Committee.  The policy specifically requires approval or ratification if the Company hires a family member of a director (including a director nominee), executive officer or significant stockholder for total compensation in excess of $120,000 or, after initial approval of the hire, makes any material changes to employment arrangement.


When seeking approval, the related party will provide the Company’s General Counsel with information about the transaction for the General Counsel’s evaluation and submission to the Audit Committee.  The evaluation information includes:


·

the related person’s relationship to the Company and interest in the transaction;

·

material facts of the proposed transaction, including the proposed aggregate value of the transaction;

·

benefits to the Company of the proposed transaction;

·

availability of other sources of comparable products or services;

·

an assessment of whether the proposed transaction is on terms that are comparable to terms available to an unrelated third party or to employees generally; and

·

any effect on a director’s independence if the transaction involves a director.


After considering the evaluation information, the Audit Committee will approve or ratify only those transactions that are not opposed to the interests of the Company and that are on terms that are fair to the Company.  The Committee may make its approval conditional upon revisions to the terms of the transaction.


This excerpt taken from the BGC DEF 14A filed Mar 28, 2007.

TRANSACTIONS WITH RELATED PERSONS


The Company has not entered into any transactions since the beginning of its last fiscal year with any related person.  The Company is in the process of developing a formal policy for the review and approval any related person transaction which would be required to be disclosed under the rules of the SEC.  



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TII Network Technologies (TIII)
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