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Re: DewDiligence post# 1203

Tuesday, 10/24/2006 10:55:17 PM

Tuesday, October 24, 2006 10:55:17 PM

Post# of 19309
Update on BoD composition. In message #1203 I said:

>>
A notable feature of the LFB collaboration is that, if approved by GTC shareholders, the LFB share purchase will bring a new director from LFB to GTC's BoD. I consider this a good thing because GTC’s BoD is a little stodgy and could use some fresh blood. If there’s a knock to be made on GTC’s BoD, it’s that five of the nine existing directors are old-timers who have been associated with GTC for ten years or longer. If the new LFB director replaces one of the old-timers, then the old guard will no longer have a voting majority. I consider this a positive.

<<

I learned today that the new director representing LFB (assuming shareholder approval of the other terms of the deal) will not take an existing slot on the BoD; rather, the number of directors will be increased from nine to ten to accommodate the LFB representative.

I mentioned to Tom Newberry that a small even number such as 10 is not the best choice for the number of directors because at some point there could be a tie vote. I suggested that they consider increasing the number to 11 smile

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