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Microcap & Penny Stocks : TSIS: WHAT IS GOING ON? -- Ignore unavailable to you. Want to Upgrade?

To: BarbaraT who wrote (6010)	5/20/1999 8:42:00 PM
From: John S. Baker	Read Replies (1) \| Respond to of 6931

You are correct in your description of Don's comments. In fact, however ... and remember that IANAL ... under corporate governance laws in the USA, a properly-constituted and properly-behaving Board is supposed to represent fairly the interests of all the shareholders -- large and small. The Board then elects the Chairman of the Board, usually from within its ranks. And then the Board hires the President to run the company subject to its (the Board's) guidance. These niceties of fiduciary responsibilities in penny stock companies are, in the words of Shakespeare, "more honored in their break than in their observance". But Boards of larger companies usually have a majority of members who are so-called independent, ie not officers of the company. And most companies require that the Permanent Audit Committee, the Nominating Committee, and the Compensation Committee be comprised solely of independent directors. In fairness to TSIS, I reckon that two of the three corporate directors are (now) independent directors. That does not stop me from encouraging an increase in the size and the independence of the TSIS Board. JSb.

To: BarbaraT who wrote (6010)	5/22/1999 11:32:00 AM
From: John S. Baker	Read Replies (1) \| Respond to of 6931

Something bothered me about my previous response to this message, and I just now figured out what it is. Here's the minor correction. My comments remain about the legal and fiduciary responsibilities of Board members ... and the fact that each and every Board member is supposed to represent the interests of the shareholders in general. And from that stems the inference that, in theory, we should not necessarily need to have a significant shareholder on the Board in order to have our interests looked out for. No rule against it ... just, in theory, not necessary. And as a matter of fact most large companies do not therefore have a specific "shareholder's director". What I neglected to mention is that taking a seat on a Board is very much the norm in cases where Venture Capital organizations have been the primary source of funding for a company. This is a clear exception to the general rule, and of course, is not the case with TSIS. JSb.