Ratification of Expense Reimbursement and Discount Policy

[Phokaioglaukos]

Betsi's point, which is a reasonably technical one but not at all wrong, was that under our conflict of interest policy conflicts must be approved by disinterested directors after full disclosure. For any director to vote for director compensation that director must not, under a strict reading of our policy, benefit from that compensation. To the extent a DE discount is compensation, then the discount for directors had to be approved by directors who gave up the discount.

For Allison, for example, it's more that she could not vote for the policy unless she made it inapplicable to her.

I say this is all quite technical because boards of directors of corporations vote themselves compensation (the real cash and stock kind, not just discounts) all the time. Even, I'd wager, in Betsi's company. We had the opportunity to address this by having those directors who were also instructors give up the director discount. That means they need to instrtuct to get any discount, but they do that anyway, at least as far as I know. I instruct (when I'm in the US) because it's a way of giving back to the Club and all the instructors who helped me.

It's 1:28 AM now, so I'm off to bed. Good night.