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Wednesday, September 25, 2019 7:13:31 PM
At the very least someone experienced in the textile or performance fiber industries.
I thought the same thing a few months ago. But after some research I realized that that wasn't practical nor really possible.
Per NASDAQ requirments and the Sarbanes-Oxley Act:
investors are harmed when the real or perceived private interest of a director, officer or employee is in conflict with the interests of the Company, as when the individual receives improper personal benefits as a result of his or her position with the Company, or when the individual has other duties, responsibilities or obligations that run counter to his or her duty to the Company.
Link
Which essentially means that any matter discussed in the BOD meetings regarding dealings or contracts with a potential company that the director has a personal tie to (i.e. employed at a technical fiber company, or even holding significant equity/shares) would be considered a conflict of interest. That would also include dealings with competitors in the same industry. This would mean that the Director in question would need to recuse themselves from the meeting, leading to an insufficient number of independent board members.
I understand your position. I wanted someone from a textile background as well. Unfortunately that would need to be addressed with director employed by the company, not an independent director charged with unbiased governance, IMO. Trying to conduct a board meeting would be very difficult and time consuming if every topic needed to be assessed on whether there is a conflict of interest. The current BOD has more than sufficient experience in international manufacturing, which is the real need, IMO.
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