Re: Complaints about Transparency, no CEO, no plan
in response to
by
posted on
Jan 26, 2010 03:24PM
...There are 3 questions that have bothered me (and a few others I have communicated with on IM) for awhile now and I have written to the BOD/Mr. Flowers ...twice.... with no response.
They may not seem important to some but to me they seem germaine to many of our issues of transparency and overall "who's steering the ship' worries... not to mention who is watching our for our (shareholder) welfare,
I will not be going to the ASM but if there is anyone reading this thread who is going I would appreciate any chance that one might get, to bring up these questions to the BOD, esp. in this open forum of the ASM. Obviously, if any or all are answered during the presentations of the meeting, by all means, just forget that I asked to have these items mentioned.
2ND Request!!!!!!!!!!!!!!
To: Mr. Clifford Flowers, Corporate Secretary, PTSC
Dear Mr. Flowers:
As is instructed in the proxy every year, shareholders wishing to communicate with the BOD should send all correspondence to you.
I hope this communication through email is sufficient for that purpose.
I have three questions;
(1)It is stated within our own proxy and through the details describing the functions/requirements of the Audit Committee that…
The Board has adopted a written charter for the Audit Committee, a copy of which is available on our Web site—www.ptsc.com. The responsibilities of the Audit Committee, as more fully described in its charter, include reviewing our: (i) financial reports and information, (ii) systems of internal controls, (iii) auditing, accounting and financial reporting processes, (iv) compliance with legal requirements, (v) independent auditor’s qualifications and independence, and (vi) internal audit function performance and that of our independent auditors. During the fiscal year ended May 31, 2009, the Audit Committee held a total of 5 meetings.
If we are to assume that those responsibilities are being followed, (especially number ii) how can the Audit Committee, not to mention our own outside auditors, continue to allow the same individual to be not only the acting CEO but also the CFO of the corporation.
Simply stated there is no check and balance system in place if the same individual, no matter whom that may be, is in charge of both functions. No matter what business I was involved in or any auditing that I was involved in allowed this to happen. It is simply a Business 101 doctrine to ensure that those two responsibilities are separated and therefore establishing the basic accounting principal, of checks and balances, which the company and our auditors is allowing the lack of to occur.
The longer we continue this way the more unsure I, and other shareholders, feel about the ongoing business affairs of the company.
In my, and others opinion, we need a permanent CEO, separate from the CFO function, named as quickly as possible and if the board deems they need more time then at least a separation of those duties should occur immediately.
(2)Although it is “permissible’ to run the BOD, without a Chairman of the Board, shareholders also want to know why the board has not taken on the responsibility to nominate and elect a leader of this company. In many of our opinions, a Chairmanship of the executive committee is not comparable to a board nominated and elected leader as a COB would be. We need that leadership “face’ on the company, especially in these difficult times. By not having that personal entity that we need as a leader of the company, we seem adrift and leaderless. This situation makes our company less attractive to new investors and makes many wonder …WHY???...no one steps up to lead. I, for one, would like to see this remedied before the annual shareholders meeting so we at least can show the business world we have committed leadership. It is an easy situation to remedy by the Board before then and I request that the board do so as soon as possible.
(3)I also note that in this last 10-Q report that the company is going into arbitration with ex-officers of Crossflo because PTSC states that we;
…“contend that certain representations and warranties made by Crossflo and certain of its principal officers in the Merger Agreement were false when made, and were false as of the closing of the merger.”…
We are entering this arbitration for the return of our 10% escrow merger Agreement, which they are denying of course.
My question is, WHY just the 10% escrow amount. If you truly believe and have evidence of their …
…“having provided false representations and warranties in the Merger Agreement and for nondisclosure of information about Crossflo during the due diligence process”
Then why not pursue them for fraud and the return of as much of our purchase price as possible?
Why are we letting them off so easy? As a shareholder and thus an “owner’ of this corporation I want more than my 10% back. I want justice and as much of my purchase price back as possible up to including fines, and as much “ jurisprudence” as can be enacted on these alleged frauds as possible. Why are you not taking this further into the legal realm?
Thank you for your time and attention to these questions and I await your/the board’s response. It is of utmost importance to many of the shareholders.
Respectfully: