milestone / Re: Milestone-non executive directors
in response to
by
posted on
Oct 16, 2010 12:31AM
"Obsfucation and misdirection"?
Yes, as is typical for you. Your stubborness in being insistent on blurring officers and directors in PTSC's case betrays your desire to deflect responsiblity from the directors for their poor stewardship. I wouldn't take the time to repond to your irrelevant posting on this issue otherwise. But to maintain the focus on the roles that PTSC Directors and Officers have played in squandering over $130M, I'll respond one last time.
Perhaps in the generic sense of "Executive Director" and "Executive Officer", one can interchange as you suggest. This is sometimes seen in private companies, and non-profit organizations where the roles are not distinct. For example, Pubpat, comes to mind (hmm....that's interesting I would think of them in responding to you) where Mr. Ravicher is the "Executive Director".
HOWEVER, this is the Agoracom board on PTSC, a PUBLIC company. In the specific context of PTSC, I'd suggest since you have been so quick to direct Laurie to mine for information which you say is clearly available, YOU as well should be able to readily cite the chapter and verse of the filings to support your position. Please cite any of the PTSC SEC filings that indicate that anyone referred to as a "director" was not referred to as such without being a member of the Board of Directors, and anyone referred to as an "Officer" was not reffered to as such without being a member of the management team, (eg. CEO, CFO, etc.). This interchangeablity for this Delaware Corporation should be prevalent according to your postings. We'll be waiting for your citations.
Additoinally, in the world of public companies, where there is a Board of Directors AND a mangement team , the more typical connotations to "director" and "officer" apply similar to the way PTSC has framed and utilized the terms. There are sufficient references in the definition sections of the various SEC rules that treat those who are "Executive Officers" as members of the management team responsible for the day to day management of operations, and "Executive Directors" as members of the Board of Directors responsble for day to day management of the company, and not the interchangeability you suggest.
So in the PTSC case, as I indicated, OFFICIALLY, there are no Executive Directors, only Executive Officers. And there haven't been any since Turley was dismissed since he is the last executive to also serve on the BOD. However, in their capacity as "working board" members over the last 5 years, it would beg the question how you earn that "working board" characterization without some day-to-day involvement. And as NON-Executive Directors, at a time where NON-Executive members of the Board Of Directors were NOT compensated in CASH, it is interesting to consider what type of NON Day-To-Day involvement certain current BOD members would have had at a time when PTSC's only real activity was dealing with the formation of the Master Agreement(s) that would have warranted such substantial CASH renumeration as they received "for their efforts".
I hope our Executive and Non-Executive Directors and Officers will enjoy the nearly $3.3K they've collected for the 2 days that our posts have spanned. Lord knows, they've earned it! lol
Lastly, you can refer to this:
Classification
A board of directors is a group of people elected by the owners of a business entity who have decision-making authority, voting authority, and specific responsibilities which in each case is separate and distinct from the authority and responsibilities of owners and managers of the business entity. The precise name for this group of individuals depends on the law under which the business entity is formed.
Directors are the members of a board of directors. Directors must be individuals. Directors can be owners, managers, or any other individual elected by the owners of the business entity. Directors who are owners and/or managers are sometimes referred to as inside directors, insiders or interested directors. Directors who are managers are sometimes referred to as executive directors. Directors who are not owners or managers are sometimes referred to as outside directors, outsiders, disinterested directors, independent directors, or non-executive directors.
Boards of directors are sometimes compared to an advisory board or board of advisors (advisory group). An advisory group is a group of people selected (but not elected) by the person wanting advice. An advisory group has no decision-making authority, no voting authority, and no responsibility. An advisory group does not replace a board of directors; in other words, a board of directors continues to have authority and responsibility even with an advisory group.
The role and responsibilities of a board of directors vary depending on the nature and type of business entity and the laws applying to the entity (see types of business entity). For example, the nature of the business entity may be one that is traded on a public market (public company), not traded on a public market (a private, limited or closely held company), owned by family members (a family business), or exempt from income taxes (a non-profit, not for profit, or tax-exempt entity). There are numerous types of business entities available throughout the world such as a corporation, limited liability company, cooperative, business trust, partnership, private limited company, and public limited company.
Much of what has been written about boards of directors relates to boards of directors of business entities actively traded on public markets.[6] More recently, however, material is becoming available for boards of private and closely held businesses including family businesses.[7]