PROPOSAL 1: ELECTION OF FOUR DIRECTORS
Our board has positions for ten directors that are elected as Class A
or Class B directors at alternate annual meetings of our shareholders.
Seven directors of our board are independent. Our chairman and chief
executive officer are separate. The board meets regularly, at least four
times a year, and all directors have access to the information necessary to
enable them to discharge their duties. The board, as a whole, reviews our
financial condition, performance on an estimated vs. actual basis and
financial projections as a regular agenda item at scheduled periodic board
meetings, based upon separate reports submitted by our chief executive
officer and chief financial officer. Directors are elected by our
shareholders after nomination by the board or are appointed by the board
when a vacancy arises prior to an election. We presently have one mid-term
vacancy on the board. This year we have adopted a nomination procedure
based upon a rotating nomination committee made up of those members of the
director Class not up for election. The board presently is examining
whether this procedure, as well as the make up of the audit and
compensation committees, should be the subject of an amendment to the by-
laws.
The first proposal to be submitted at the annual meeting is the
election of five (5) of our ten (10) directors for terms to expire at the
second subsequent annual meeting of our shareholders. Our board is divided
in to two groups of directors, who are elected at alternate annual
meetings. In 2000, our board of directors voted to increase the board from
eight to ten members. One new member was placed in each of the two
different director groups.
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The board of directors has accepted nominations for the following
persons as directors, all of who presently serve as directors of the
Company:
Mr. Robert J. Cummings (presently a Director)
Mr. George Holdsworth (presently a Director and member of the
Audit Committee)
Mr. Stanley Hirschman (presently a Director, Chairman and
member of the Audit Committee)
Mr. Michael G. Lucci (presently a Director)
Mr. Phillip Pearce (presently a Director and member of the
Audit Committee)
Nominees for election for a two-year term
Mr. Robert J. Cummings - Director Since 1997
Mr. Cummings' work experience includes ten years in purchasing at
Ford Motor Company. In 1975, he founded and currently operates J & J
Production Service, Inc., a manufacturing representative business, which is
currently responsible for over $300 million in annual sales. Mr. Cummings
has served on the executive committee of our board of directors.
Mr. George Holdsworth - Director Since 1997
From March of 1997 until May 1998, Mr. Holdsworth was responsible for
the operational aspects of our China operations. Since 1998, Mr.
Holdsworth has managed his personal investment portfolio and has served as
a director and consultant to U.S. Stone Corporation, a start up marble
quarry company located in Alabama.
Mr. Holdsworth is a graduate of the University of London with a B.S.
in Mathematics and an Associate of the London College of Music. He started
in business as a manufacturing manager in Earlsdon Components, Ltd., where
he became Director of Operations, then owner and Managing Director. In
1993, Mr. Holdsworth became owner of Earlsdon Technology, Ltd., a JV
Partner of Shanghai Earlsdon Valve Company, Ltd., and lived in Shanghai for
four years, until May 1998. Mr. Holdsworth sold his interest in Shanghai
Earlsdon and commenced his duties for us in March 1997. Mr. Holdsworth
serves on our audit committee.
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Mr. Stanley A. Hirschman - Chairman and Director since September 2000
Mr. Hirschman is president of CPointe Associates, Inc., an executive
management and consulting firm specializing in solutions for emerging
companies with technology-based products. CPointe was formed in 1996. In
addition, he is a director of ObjectSoft Corp., RetailHighway.com and
former chairman of the board of Mustang.com. Prior to establishing CPointe
Associates, Mr. Hirschman was vice president of operations of Software,
Etc., Inc., a retail software chain, from 1989 until 1996. Mr. Hirschman
has also held senior management positions with retailers T.J. Maxx, Gap
Stores and Banana Republic.
Mr. Hirschman currently serves on the audit committee of our board of
directors and is a director of our US subsidiary Bravo! Foods. Inc.
Michael G. Lucci - Director Since 1998
Mr. Lucci is a former All Pro linebacker who played for the Detroit
Lions of the National Football League from 1964 through his retirement from
professional football in 1973. Mr. Lucci became associated with Bally's
Total Fitness Corporation in 1971 and rose through the ranks to become that
corporation's Vice President of club operations in the mid-west, Senior
Vice-President, and President and Chief Operating Officer in 1993. Mr.
Lucci retired in 1996 and, since that time, has managed a diverse
investment portfolio for himself and directed the business of his
construction company in the Detroit MI area. Mr. Lucci has served on the
executive committee of our board of directors.
Mr. Phillip Pearce - Director Since 1997
Mr. Pearce is a "retired" member of the securities industry. Mr.
Pearce served as Chairman of the NASD during which time he was instrumental
in the founding of NASDAQ. Additionally, Mr. Pearce was a former Director
of E.F. Hutton and has served as Governor of the New York Stock Exchange.
Since his retirement in 1988, Mr. Pearce has remained active in the
securities industry as a corporate financial consultant.
Mr. Pearce serves on our audit committee and is a director of our
U.S. subsidiary, Bravo! Foods, Inc.
Vote required
The election of the nominees as directors requires the affirmative
vote of a simple majority (more than 50%) of the outstanding voting shares
present at the annual meeting in
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person or by proxy in favor of each nominee. For convenience, you may vote
for all of the nominees as a group by checking the appropriate box on the
accompanying proxy card.
THE BOARD OF DIRECTORS (EXCLUDING THE NOMINEES) RECOMMENDS THAT THE
SHAREHOLDERS VOTE "FOR" THE ELECTION OF THE NOMINEES AS DIRECTORS OF THE
COMPANY. ANY UNMARKED PROXIES WILL BE SO VOTED.
Board committees
Audit Committee
Our audit committee is composed of three non-executive directors and
functions to assist the board in overseeing our accounting and reporting
practices. Our financial information is booked in house by our treasurer's
office, from which independent third party accountants prepare financial
reports. These financial reports are audited or reviewed by BDO Seidman,
LLP, independent accountants and auditors. Our chief financial officer
reviews the preliminary financial and non-financial information prepared in
house, by our securities counsel and by our third party accountants, and
the reports of the auditors. The committee reviews the preparation of our
audited and unaudited periodic financial reporting and internal control
reports prepared by our chief financial officer. The committee is
available to review significant changes in accounting policies and to
address issues and recommendations presented by our internal and external
accountants as well as our auditors.
Compensation Committee
Our compensation committee is composed of three non-executive
directors and reviews the compensation structure and policies concerning
executive compensation. The committee develops proposals and
recommendations for executive compensation and presents those
recommendations to the full board for consideration. The committee
periodically reviews the performance of our other members of management and
the recommendations of the chief executive officer with respect to the
compensation of those individuals. Given the size of our company, all such
employment contracts are periodically reviewed by the board. The board
must approve all compensation packages that involve the issuance of our
stock or stock options.
Nominating Committee
The nominating committee was established in the second quarter 2002
and consists of those members of the director Class not up for election.
The committee is charged with determining those individuals who will be
presented to the shareholders for election at the next scheduled annual
meeting. The full board fills any mid term vacancies by appointment.
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