MikeJ
More then likely, and sooner or later the SEC form to sell will show up and that's when I will exit because there's only so much expenses they can show with (IMHO as this post) doing nothing but conf calls on the (shares and cash AS I LIKE TO CALL THEM) committees
The Compensation Committee ( There's one that's been hard at work doing something and letting us know it too! lol
The Nominating and Corporate Governance Committee( yeah right Hehehe
The Corporate Strategy and Development Committee ( really lololol
Director compensation has three components:
---------------------------------------
(1) annual cash retainer for board service;
(2) annual cash retainers based on committee chair positions and committee membership; and
(3) annual restricted stock grants. The annual cash retainer for board service was $100,000. Annual retainers for committee or chair service include:
(i) $10,000 for each non-Chair member of the Audit Committee;
(ii) $10,000 for each non-Chair member of the Corporate Strategy and Development Comittee;
(iii) $5,000 for each non-Chair member of the Compensation Committee;
(iv) $5,000 for each non-Chair member of the Nominating and Corporate Governance Committee;
(v) $50,000 for being Chairman of the Board;
(vi) $25,000 for the Audit Committee Chair;
(vii) $25,000 for the Corporate Strategy and Development Committee Chair;
(viii)$12,500 for the Compensation Committee Chair and
(ix) $12,500 for the Nominating and Corporate Governance Committee Chair. All retainers were paid in quarterly installments, in advance, on the last day of the prior quarter. WMIHC also reimburses directors for their travel expenses for each meeting attended in person; however, reimbursement amounts are not included i
Duty of Care; Duty of Loyalty
----------------------------
Under state corporate law, directors of solvent corporations have two basic
“fiduciary” duties, the duty of care and the duty of loyalty. The duty of care, which is governed
by statute in most states, usually requires that directors discharge their duties in good faith and
with the care that an ordinarily prudent person in a like position would exercise under similar
circumstances and in a manner the director reasonably believes to be in the best interests of the
corporation. See, e.g., Or. Rev. Stat. § 60.357 (1). In some states, including Delaware, the
standard of care, though essentially the same, is established by judicial decision. See, e.g.,
Graham v. Allis-Chalmers Mfg. Co., 188 A.2d 125, 130 (Del. 1963). The duty of loyalty
requires that directors act on behalf of the corporation and its shareholders and refrain from selfdealing,
usurpation of corporate opportunity and any acts that would permit them to receive an
improper personal benefit or injure their constituencies. See, e.g., Guth v. Loft, Inc., 5 A.2d 503,
510 (Del. 1939).
Directors’ discharge of their fiduciary duties is measured material information reasonably available to them)
The basis for the rule is that corporatemanagement knows what is best for a particular corporation and judicial second-guessing would
chill corporate initiative. The business judgment rule thus provides significant protection to
directors (and officers) from personal liability for their good faith, informed, business decisions.
The presumption may be rebutted where it is shown that a director had a personal financial
interest in a transaction, lacked independence, did not inform himself of all information that was
reasonably available, failed to exercise the requisite level of care, or stood on both sides of the
transaction; in these circumstances, the director must show that his conduct meets the stricter
standard of “entire fairness” to the corporation.3 It should be noted that this obligation to prove
the entire fairness of a transaction applies where the same person holds dual or multiple
directorships, as in parent-subsidiary contexts.
General Rule: Fiduciary Duties owed to Corporation and Shareholders
Directors of financially healthy corporations owe fiduciary duties to the
corporation itself and its shareholders. See, e.g., Revlon v. MacAndrews & Forbes Holdings
Inc., 506 A.2d 173, 179 (Del. 1986). Courts have generally held that directors of such
corporations do not owe fiduciary duties to other constituencies, such as creditors, whose rights
are purely contractual. See, e.g., Katz v. Oak Indus., 508 A.2d 873, 879 (Del. Ch. 1986). Some
states have adopted “other constituencies” statutes which permit directors to consider the
interests of non-shareholder constituencies, including creditors, in making corporate decisions.
In general, however, these statutes are permissive5 and do not appear to create new fiduciary
obligations for directors but merely allow them to consider other constituencies as a factor in
determining the best interests of the shareholders; directors of a solvent corporation who favor
another constituency over its shareholders may violate their duty of loyalty. Revlon, 506 A.2d
173 (Court held that the Board breached duty of loyalty by entering into a lockup agreement on
the basis of impermissible considerations of the noteholders’ interests at the expense of the
shareholders).
The duty of loyalty is of general applicability, but is frequently implicated in the
areas of corporate opportunity, competition with the corporation, and use of trade secrets.
Accordingly, a corporate officer should not: usurp an opportunity that rightfully belongs to the
14 As regards Delaware case law, one commentator has observed; “with respect to the obligation of
officers to their own corporation and its stockholders, there is nothing ... which suggests that the fiduciary
duty owed is different in the slightest from that owed by directors.” David A. Drexler, et al., Delaware
Corporation Law and Practice, § 14.02, at 14-5 to 14-6.
Officers’ Conduct May be Subject to Higher Level of Scrutiny
Officers may be subject to a higher standard of scrutiny than directors by virtue of
their greater accessibility to corporate information and their more intimate knowledge of the dayto-
day operations of the corporation. See, e.g., Sparks & Hamermesh at 218. Officers may,
however, be more limited than non-officer directors in relying on information and reports from
third parties by virtue of their greater first-hand knowledge of the corporation’s affairs. See
Masonic Bldg. Corp. v. Carlsen, 128 Neb. 108 (1934) (Court held that members of an executive
committee are bound to scan critically the detailed reports which are made to them and their
diligence is therefore greater and the rule of their liability more strict than that of a director not a
member of that committee).
-----------------
Have a great weekend people, where all in good hands ,THERE JUST IN OUR POCKETS IMHO.
WHERES OUR M/A MW N CREW-Ts
