Perhaps the PTSC BoD and shareholders can learn from the following:

CalPERS has adopted Global Principles of Accountable Corporate Governance

CalPERS encourages other investors to incorporate these Global Principles into ownership policies and practices as a basis for advancing a foundation for accountability between a corporation’s board of directors, management and its owners. With continued experience and communication between the board, corporate managers and owners, the issue of accountability can become – if not resolved – more clear.

“As conflict – difference – is here in the world, as we cannot avoid it, we

should, I think, use it. Instead of condemning it, we should set it to work

for us… So in business, we have to know when to … try to capitalize [on

conflict], when to see what we can make it do…. [In that light] it is

possible to conceive of conflict as not necessarily a wasteful outbreak of

incompatibilities but a normal process by which socially valuable

differences register themselves for the enrichment of all concerned….

Conflict at the moment of the appearing and focusing of difference may be

a sign of health, a prophecy of progress.”

THE PRICE WATERHOUSE CHANGE INTEGRATION TEAM, THE PARADOX PRINCIPLES 275 (quoting Mary Parker Follett) (1996).

A. Core Principles of Accountable Corporate Governance

1. Optimizing Shareowner Return: Corporate governance practices should focus the board’s attention on optimizing the company’s operating performance, profitability and returns to shareowners.

2. Accountability: Directors should be accountable to shareowners and management accountable to directors. To ensure this accountability, directors must be accessible to shareowner inquiry concerning their key decisions affecting the company’s strategic direction.

3. Transparency: Operating, financial, and governance information about companies must be readily transparent to permit accurate market comparisons; this includes disclosure and transparency of objective globally accepted minimum accounting standards, such as the International Financial Reporting Standards (“IFRS”).

4. One-share/One-vote: All investors must be treated equitably and upon the principle of one-share/onevote.

5. Proxy Materials: Proxy materials should be written in a manner designed to provide shareowners with the information necessary to make informed voting decisions. Similarly, proxy materials should be distributed in a manner designed to encourage shareowner participation. All shareowner votes, whether

cast in person or by proxy, should be formally counted with vote outcomes formally announced.

6. Code of Best Practices: Each capital market in which shares are issued and traded should adopt its own Code of Best Practices to promote transparency of information, prevention of harmful labor practices, investor protection, and corporate social responsibility. Where such a code is adopted,companies should disclose to their shareowners whether they are in compliance.

7. Long-term Vision: Corporate directors and management should have a long-term strategic vision that,at its core, emphasizes sustained shareowner value. In turn, despite differing investment strategies and tactics, shareowners should encourage corporate management to resist short-term behavior by supporting and rewarding long-term superior returns.

8. Access to Director Nominations: Shareowners should have effective access to the director nomination process.

http://www.calpers-governance.org/docs-sof/principles/2010-5-2-global-principles-of-accountable-corp-gov.pdf