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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.
Table of Contents
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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