First, I'm not the one making all the noise about it.

Second, IMO it simply cannot be done. That's why I ask for examples where retail was actually successful in ousting 3 BoD members - regardless of means. I doubt it's ever been done. Definitely not by retail which, even collectively, couldn't muster even 25% of the OS in support of the endeavor.

And this is why the complaining about the BoD and demanding their ouster is so ridiculous.

They complain that the BoD "doesn't do anything". Clue - check the charter of the typical BoD. They aren't supposed to and aren't expected to "do anything" - they provide some guidance that may or may not be accepted by the CEO, and they review/approve the CEO's plans as submitted to them, when required. Any action beyond that is generally "optional", and would have to be at the request of the CEO or with CEO prior consent. Their purpose is oversight and decision-making based on what's presented to them by the CEO.

Think about it, do you want a BoD member running around the company commanding actions on operations? Unheard of. That's the CEO's/management's job.

So it becomes a question of BoD decision-making abilities. Have they squelched any of RG's plans? Doesn't look like it. So why all the noise?

The noise is based on some really questionable approvals they gave in the past. Key - in the past.

So, while I agree that the background of these three folks is not essential to the decision-making process, and I agree that some past decisons, with 20/20 hindsight, were pretty bad for the company (especially retail), in the current situation I don't see them as that big a problem - other than the compensation without results.

All the people making all the noise are, IMO, displaying their complete ignorance of the purpose and role of a BoD. Every time I've read "they don't do anything", my eyes roll around in my head.

Perhaps it's because I'm not ignorant of their typical charter, and because I was once in a position where I assisted the CLO (Chief Legal Officer) and CEO in preparing materials for BoD review/approval (at a sub of Hughes Aircraft - at the time the largest private employer in CA). Actually, I put all the materials together based on various info, and walked the CLO and CEO through it so they could present to the BoD. The materials, having to do with the delegation of management approval authority for all company decisions, had to be put together such that the BoD only had to look at it and say yes or no to each element. There was no solicitation of their input beyond that - it wasn't their job to dream the stuff up. Their job was simply to approve, or not. And guess what? They ALWAYS approved. And they met semi-annually.

So that's the real world - not the imaginary world of the ignorant. Yet the ignorant are making all the noise. Reminds me of the old Steve Martin line "Complain about things you don't know about". But, honestly, we do know about their past approvals. But that's the other point I've been trying to make. WE DO KNOW. We don't need to be reminded daily. Everyone here knows.

This is why I strongly suggest that the complainers do a little research. What is a BoD supposed to do, what's their charter? Has there ever been a successful ouster of 3 BoD members based on a push by retail - which controls a minority interest in the company? If you find that it has been done, how was it done?

Until they can answer all of those questions, the complaining is pointless at best, and a probable detriment to all of our interests at worst. Expect the worst.

Now the unanswered question: are the complainers not as ignorant as they display? All the respect dedicated to them for their superior knowledge. I submit that if they are aware of reality re: the charter of a BoD, then there is an active effort to dupe. I prefer to assume ignorance on their part.

I sure hope this helps people understand REALITY. And if you are going to point a wicked finger for past decisions/approvals, it should be pointed at the guy who developed and presented the materials for approval. But that wouldn't be much fun, would it? Those guys are gone/not residing in the CEO role any more. All this in mind, why aren't they demanding the removal of Pohl? He is on the BoD, right?

SGE