TOF » Topics » Board of Directors and Committees

This excerpt taken from the TOF DEF 14A filed May 8, 2009.
Board of Directors and Committees
 
Our business and affairs are managed under the direction of our Board of Directors, composed of six non-employee directors and one employee director as of the date of this Proxy Statement. As a small business issuer listed on the American Stock Exchange, or AMEX, as of July 31, 2005 we are required to have a board of directors comprised of at least 50% independent directors, within the meaning of the AMEX Company Guide. Our Board of Directors establishes our overall policies and standards and reviews the performance of management. Members of the Board of Directors are kept informed of our operations at meetings of the Board of Directors and its Audit Committee and through reports and discussions with management. In addition, members of the Board of Directors periodically visit our facilities. Members of management are available at Board of Directors meetings and at other times to answer questions and to discuss issues.
 
As of July 31, 2005 we are required by the AMEX to hold meetings of our Board of Directors on at least a quarterly basis and our independent directors must meet at least annually in an executive session with only the independent directors present. We do not have a policy with regard to directors’ attendance at annual meetings of shareholders, but we encourage our directors to attend the annual meetings. At our 2008 annual meeting of shareholders, five of the seven directors then in office were present and in attendance. Our Board of Directors met twice during 2008, and all of the directors attended those meetings, except for Messrs Rapoport and Snitow who each attended one of those meetings and Mr. Forem who attended none.


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Our Board of Directors has an Audit Committee, but there are no committees performing the functions of either a compensation committee or nominating committee.
 
It is the position of our Board of Directors that it is appropriate for our company not to have a separate nominating and compensation committee in light of the composition of our Board of Directors and the collective independence of our independent directors, which enable the Board of Directors to fulfill the functions of standing committees. We are not currently required to have a nominating committee or compensation committee. The AMEX requires that our director nominations be selected, or recommended for the Board of Directors’ selection, either by a majority of our independent directors or a nominating committee comprised solely of independent directors. The AMEX also requires compensation of our executive officers be determined, or recommended to the Board for determination, either by a majority of the independent directors or a compensation committee comprised solely of independent directors. Messrs. Axelrod, Fischer, Forem, Gotthelf and Snitow meet the independence standards set forth in the AMEX Company Guide.
 
Candidates for independent Board members have typically been found through recommendations from directors or others associated with us. Our shareholders may also recommend candidates by sending the candidate’s name and resume to the Board of Directors under the provisions set forth below for communication with our Board. No such suggestions from our shareholders were received in time for our Annual Meeting. We have no predefined minimum criteria for selecting Board nominees, although we believe that all independent directors should share qualities such as: independence; relevant experience; and strong communication and analytical skills. In any given search, our independent directors may also define particular characteristics for candidates to balance the overall skills and characteristics of our Board and our perceived needs. However, during any search, our independent directors reserve the right to modify its stated search criteria for exceptional candidates.
 
We currently have only two executive officers, and our Board as a whole sets their compensation in consultation with the Board’s independent directors. In setting compensation, the Board reviews and considers prior compensation levels of the two executive officers, the contribution of each executive officer during the course of the year and our financial condition and prospects for the upcoming year. The Board determines the amount of cash (or any other compensation) to be paid to our directors. Our non-employee directors earned director compensation in fiscal year 2008 based on the number of meetings attended.
 
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