To answer your questions on board composition, I've taken the following text from The Australian Institute of Company Directors document entitled "Number of Directors, Board Size, Governance Relations" (http://aicd.companydirectors.com.au/~/media/cd2/resources/director-resources/director-tools/pdf/05446-3-1-mem-director-tools-gr-number-of-directors_a4-web.ashx).
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"For companies registered under the Corporations Act 2001:
The following statutory minimums apply (refer s 201A):
- Proprietary company: 1 director who must ordinarily reside in Australia; - Public company: 3 directors of which 2 must ordinarily reside in Australia;
There is no prescribed maximum number of directors. By way of “rule of thumb” example the following board sizes are not unusual for Australian corporations:
• Large ASX listed (8 to 12) • Medium ASX listed (6 to 8) • Small ASX listed (4 to 6) (HempCFO note: That would be the case for Ecofibre presently).
The board should be structured desirably so that:
There is an appropriate balance between executive and non-executive members
There is a majority of non-executive directors
There is at least a critical mass (say at least two for a smaller board) of independent directors.
Independence refers to directors who have true independence of mind in their deliberations as directors, and at least should not include those directors whomay lack structural independence (that is, executives, substantial shareholders in the corporation or their representatives, and those representing corporations or businesses which are major purchasers or suppliers to the corporation), but without denigrating the value that such persons can contribute to a board."
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Having sat on the board and practiced corporate governance duties in Australia in years past, in my opinion, KRNOTI, I agree with you that the board is a bit small, and shareholders, once the float is finished would do well to lobby for the election of 1 or 2 more INDEPENDENT directors to counterbalance the influence of Barry Lambert's money, and Eric Wang being CEO.
That said, I would consider Jon Meadmore as being fully independent.I know him well and have worked with him extensively in the past. He is smart, very cautious, scrupulous and fair minded. I have many times seen him recuse himself from issues in the company's history which could have been seen as a conflict of interest.
I like him, and am very pleased his is on the board. I do not know Eric Wang or Barry Lambert. So I'm happy Jon is on the board.
