good2be,
I can understand your question as I did a poor job writing/explaining what I meant.
As you know all BOD's take on responsibility and some liability when they take a seat of a public company. When Castellano came to Globetel in January 5th of 2006, Globetel was trading on one of the "big boards" with a share price of about $3.75/share and many good things slated to happen. Not only did Globetel need to comply with Amex requirements by having a majority of directors independent but I am sure the position may have seemed desirable to some.
Since Castellano became a member we have been delisted from the AMEX and involved in SEC investigation. The investigation part I am sure took up much more time than Castellano ever imagined. Globetel now trades on the pinks and for all he knows or we know we could be here a while. The next step is the OTC if all goes well.
My point, independents are not needed nor is the audit committee. Unknown time frame to move off pinks to OTC or back to any big board position. The responsibilities and liabilities as a BOD are the same but....ask yourself this.
Why would you take the risk of any liability on a pink sheet stock when you do not have to and are not needed any more in the first place? Yes, Globetel is required to report but we have no clue when that will happen..Sure, Castellano will be responsible for any of his actions the past 15 months and there is no question in my mind he knows that. I really do not know why an independent would stay on at this stage, I would not especially if I was thinking of resigning months ago. The 3 directors left are management which of course have much different goals and compensation verses an independent and therefore make the "risk/liability" much more sensible.
Conclusion:
independent directors no longer required, same goes for audit committee:
Management is cutting expenses
The pink status and the unknowns are not the kind of incentive an independent is looking for or wants
This is where Globetel is currently at and the resignations make perfect sense to me. I hope some day we are in a position where independents are required again...cooperate in every way possible with the SEC, streamline the Company, and make sure the divisions left produce results that enhance the bottom line..
AI
