MTOX » Topics » Board and Board Committee Member Independence

This excerpt taken from the MTOX DEF 14A filed Apr 6, 2009.

Board and Board Committee Member Independence

 

Under applicable Nasdaq listing standards, a majority of the members of our Board of Directors must qualify as “independent”, as affirmatively determined by the Board. The Board has determined that a majority of its members are “independent” within the meaning of the Nasdaq listing standards. Specifically, the following members of the Board have been determined to be independent: Brian P. Johnson (a continuing director), Robert J. Marzec (a continuing director) and Robert A. Rudell (a director nominee). The Board has determined that Dr. Samuel C. Powell is not “independent” under applicable Nasdaq listing standards as a result of our being a party to a lease agreement with Dr. Powell, as landlord, with respect to our Burlington, North Carolina production facility. Mr. Braun, our President and Chief Executive Officer, is also not “independent” under the Nasdaq listing standards.

 

Consistent with the requirements of the SEC, Nasdaq and general corporate “best practices” proposals, our Board of Directors reviews all relevant transactions or relationships between each director and the Company, our senior management and our independent auditors. During this review, the Board considers whether there are any transactions or relationships between directors or any of their immediate family members (or any entity of which a director or an immediate family member is an executive officer, general partner or significant equity holder) and members of the Company’s senior management or their affiliates. The Board consults with the Company’s corporate counsel whenever there are changes to a director's status or any new transactions or relationships to ensure that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independence”, including those set forth in pertinent Nasdaq listing standards, as in effect from time to time.

 

Each of the Compensation Committee and the Corporate Governance and Nominating Committee of the Board is comprised entirely of directors who are independent within the meaning of the Nasdaq listing standards, and each of the members of the Audit Committee is independent under applicable Nasdaq listing standards and SEC rules. All members of the Board’s Executive Committee are independent, except for Mr. Braun.

 

This excerpt taken from the MTOX DEF 14A filed Apr 3, 2008.

Board and Board Committee Member Independence

 

Under applicable Nasdaq listing standards, a majority of the members of our Board of Directors must qualify as “independent”, as affirmatively determined by the Board. The Board has determined that a majority of its members are “independent” within the meaning of the Nasdaq listing standards. Specifically, the following members of the Board have been determined to be independent: Brian P. Johnson (a continuing director), Robert J. Marzec (a continuing director) and Robert A. Rudell (a continuing director). The Board has determined that Dr. Samuel C. Powell is not “independent” under applicable Nasdaq listing standards as a result of our being a party to a lease agreement with Dr. Powell, as landlord, with respect to our Burlington, North Carolina production facility. Mr. Braun, our President and Chief Executive Officer, is also not “independent” under the Nasdaq listing standards.

 

Consistent with the requirements of the SEC, Nasdaq and general corporate “best practices” proposals, our Board of Directors reviews all relevant transactions or relationships between each director and the Company, our senior management and our independent auditors. During this review, the Board considers whether there are any transactions or relationships between directors or any of their immediate family members (or any entity of which a director or an immediate family member is an executive officer, general partner or significant equity holder) and members of the Company’s senior management or their affiliates. The Board consults with the Company’s corporate counsel to ensure that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independence”, including those set forth in pertinent Nasdaq listing standards, as in effect from time to time.

 

Each of the Compensation Committee and the Corporate Governance and Nominating Committee of the Board is comprised entirely of directors who are independent within the meaning of the Nasdaq listing standards, and each of the members of the Audit Committee is independent under applicable Nasdaq listing standards and SEC rules. All members of the Board’s Executive Committee are independent, except for Mr. Braun.

 

This excerpt taken from the MTOX DEF 14A filed Apr 5, 2007.

Board and Board Committee Member Independence

 

Under applicable Nasdaq listing standards, a majority of the members of our Board of Directors must qualify as “independent,” as affirmatively determined by the Board. The Board has determined that a majority of its members are “independent” within the meaning of the Nasdaq listing standards. Specifically, the following members of the Board have been determined to be independent: Brian P. Johnson (a director nominee) Robert J. Marzec (a director nominee) and Robert A. Rudell (a continuing director). The Board has determined that Dr. Samuel C. Powell is not “independent” under applicable Nasdaq listing standards as a result of our being a party to a lease agreement with Dr. Powell, as landlord, with respect to our Burlington, North Carolina production facility. Mr. Braun, our President and Chief Executive Officer, is also not “independent” under the Nasdaq listing standards.

 

Consistent with the requirements of the SEC, Nasdaq and general corporate “best practices” proposals, our Board of Directors reviews all relevant transactions or relationships between each director and the Company, our senior management and our independent auditors. During this review, the Board considers whether there are any transactions or relationships between directors or any of their immediate family members (or any entity of which a director or an immediate family member is an executive officer, general partner or significant equity holder) and members of the Company’s senior management or their affiliates. The Board consults with the Company’s corporate counsel to ensure that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independence,” including those set forth in pertinent Nasdaq listing standards, as in effect from time to time.

 

Each of the Compensation Committee and the Corporate Governance and Nominating Committee of the Board is comprised entirely of directors who are independent within the meaning of the Nasdaq listing standards, and each of the members of the Audit Committee is independent under applicable Nasdaq listing standards and SEC rules. All members of the Board’s Executive Committee are independent, except for Mr. Braun.

 

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