Great post Molson! Please look at the bolded last sentence, which literally says that it is NOT recommended that insiders be on the audit committee. There is no independence displayed in our audit committee as well as our compensation committee, which approved the CEO,s raise in pay, and compensation pkg, just before the AGM proxy battle. And, you can clearly see that ISS recommends voters cast a "withhold" vote when this scenario presents itself. This very recommendation, and because of the SLI BOD acting contrary to these suggestions, suggests that the BOD are incredibly harming this company at the present and prior to the AGM Proxy battle. Furthermore, it may be discerned that this heavily contributed to the huge share price drop, whereas institutional and professional investors would pass on SLI upon recognizing a perhaps selfish and entrenching atmosphere. It may be easiliy suggested that the BOD has incredibly harmed the company and have put shareholders at great risk since Oct/Dec 2012 because of this blatant and public display.
Generally vote withhold from individual directors who:
Are insiders and the entire board fulfills the role of a compensation committee or a nominating committee and the board is not majority independent.
RATIONALE: Given the limitations presented by extremely small boards of directors at many Canadian venture issuers, ISS believes that flexibility may be extended to these companies to permit an insider on the compensation committee (or nominating committee if there is one) as long as the committee is majority independent and thus provides an effective balance of independent directors to ensure an independent perspective to counterbalance the presence of an insider. The same rationale would apply to the board as a whole if the entire board fulfills the role of the compensation committee or nominating committee. Given, however, the importance of independent fiscal oversight to all issuers, this exception does not apply to insiders on an audit committee.
