PRVT » Topics » Director Independence

These excerpts taken from the PRVT 10-K filed Apr 15, 2009.

Director Independence

All of the members of our Board of Directors are “independent” as defined in Nasdaq Stock Market Rule 4200 other than Berth Milton, who is our Chief Executive Officer, and Ilan Bunimovitz.

Our Board of Directors has an Audit Committee and a Compensation Committee. Our Board of Directors does not have a formal nominating committee. Therefore, all decisions regarding director nominations are addressed by the entire Board of Directors. All of the members of the Audit Committee are independent under applicable SEC and Nasdaq listing rules. Mr. Milton is the only director who serves on the Compensation Committee who is not independent under applicable Nasdaq listing rules. Mr. Milton also participates in Board of Director deliberations regarding director nominations.

Under applicable Nasdaq listing rules we are a “controlled company” as Berth Milton beneficially owns more than 50% of our common stock. Therefore, we are exempt from Nasdaq rules which require that (i) compensation of executive officers be determined by either a majority of the independent directors or a Compensation Committee comprised solely of independent directors, and (ii) nomination of directors be made by either a majority of independent directors or a committee comprised solely of independent directors.

 

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Director Independence

All
of the members of our Board of Directors are “independent” as defined in Nasdaq Stock Market Rule 4200 other than Berth Milton, who is our Chief Executive Officer, and Ilan Bunimovitz.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Our Board of Directors has an Audit Committee and a Compensation Committee. Our Board of Directors does not have a formal nominating committee.
Therefore, all decisions regarding director nominations are addressed by the entire Board of Directors. All of the members of the Audit Committee are independent under applicable SEC and Nasdaq listing rules. Mr. Milton is the only director who
serves on the Compensation Committee who is not independent under applicable Nasdaq listing rules. Mr. Milton also participates in Board of Director deliberations regarding director nominations.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Under applicable Nasdaq listing rules we are a “controlled company” as Berth Milton beneficially owns more than 50% of our common stock.
Therefore, we are exempt from Nasdaq rules which require that (i) compensation of executive officers be determined by either a majority of the independent directors or a Compensation Committee comprised solely of independent directors, and
(ii) nomination of directors be made by either a majority of independent directors or a committee comprised solely of independent directors.

 


- 58 -












ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES
These excerpts taken from the PRVT 10-K filed Mar 17, 2008.

Director Independence

All of the members of our Board of Directors are “independent” as defined in Nasdaq Stock Market Rule 4200 other than Berth Milton, who is our Chief Executive Officer.

Our Board of Directors has an Audit Committee and a Compensation Committee. Our Board of Directors does not have a formal nominating committee. Therefore, all decisions regarding director nominations are addressed by the entire Board of Directors. All of the members of the Audit Committee are independent under applicable SEC and Nasdaq listing rules. Mr. Milton is the only director who serves on the Compensation Committee who is not independent under applicable Nasdaq listing rules. Mr. Milton also participates in Board of Director deliberations regarding director nominations.

Under applicable Nasdaq listing rules we are a “controlled company” as Berth Milton beneficially owns more than 50% of our common stock. Therefore, we are exempt from Nasdaq rules which require that (i) compensation of executive officers be determined by either a majority of the independent directors or a Compensation Committee comprised solely of independent directors, and (ii) nomination of directors be made by either a majority of independent directors or a committee comprised solely of independent directors.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Director Independence

FACE="Times New Roman" SIZE="2">All of the members of our Board of Directors are “independent” as defined in Nasdaq Stock Market Rule 4200 other than Berth Milton, who is our Chief Executive Officer.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Our Board of Directors has an Audit Committee and a Compensation Committee. Our Board of Directors does not have a formal nominating committee.
Therefore, all decisions regarding director nominations are addressed by the entire Board of Directors. All of the members of the Audit Committee are independent under applicable SEC and Nasdaq listing rules. Mr. Milton is the only director who
serves on the Compensation Committee who is not independent under applicable Nasdaq listing rules. Mr. Milton also participates in Board of Director deliberations regarding director nominations.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Under applicable Nasdaq listing rules we are a “controlled company” as Berth Milton beneficially owns more than 50% of our common stock.
Therefore, we are exempt from Nasdaq rules which require that (i) compensation of executive officers be determined by either a majority of the independent directors or a Compensation Committee comprised solely of independent directors, and
(ii) nomination of directors be made by either a majority of independent directors or a committee comprised solely of independent directors.

 





ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES
This excerpt taken from the PRVT 10-K filed Apr 2, 2007.

Director Independence

All of the members of our Board of Directors are “independent” as defined in Nasdaq Stock Market Rule 4200 other than Berth Milton, who is our Chief Executive Officer.

Our Board of Directors has an Audit Committee and a Compensation Committee. Our Board of Directors does not have a formal nominating committee. Therefore, all decisions regarding director nominations are addressed by the entire Board of Directors. All of the members of the Audit Committee are independent under applicable SEC and Nasdaq listing rules. Mr. Milton is the only director who serves on the Compensation Committee who is not independent under applicable Nasdaq listing rules. Mr. Milton also participates in Board of Director deliberations regarding director nominations.

Under applicable Nasdaq listing rules we are a “controlled company” as Berth Milton beneficially owns more than 50% of our common stock. Therefore, we are exempt from Nasdaq rules which require that (i) compensation of executive officers be determined by either a majority of the independent directors or a Compensation Committee comprised solely of independent directors, and (ii) nomination of directors be made by either a majority of independent directors or a committee comprised solely of independent directors.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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