Caesarstone Board: OK with Management, Governance
MP MENASHE, Israel – The board of directors of Caesarstone Sdot-Yam Ltd. issued a statement of support today for its own actions and company management after the departure of two directors in the past two weeks.
“The board and the Company benefit from healthy debate and different opinions and perspectives in the board room,” said board chairman Maxim Ohana in the statement. “The recent resignations of two directors did not reflect differences of opinion as to the Company’s business, accounting or public disclosures or concerns about any alleged wrongdoing.”
The statement from the quartz-surfaces manufacturer also noted that the company “remains committed, in particular, to following the NASDAQ rules with respect to its board and committee composition, including maintaining a majority-independent board, and fully independent audit, compensation and nominating committees.”
Director Ram Belinkov’s resignation on Sept. 17 left the board with 10 members, equally split in status with the company between what NASDAQ security rules consider as independent and non-independent. Avner Naveh, designated as a non-independent director, departed Sept. 25, giving independent members a majority and putting Caesarstone in NASDAQ compliance.
“All our board members, none of whom are employees of the Company and a majority of whom are independent under NASDAQ rules, fully support Company management and our current strategy and are confident in their constructive cooperation as a board,” Ohana added.
As noted in a 6-K filing with the U.S Security and Exchange Commission, Belinkov resigned “due to a difference of opinion over matters related to board governance and the decision regarding the recent grant of options to the Company’s Chief Executive Officer.” Caesarstone shareholders voted for a stock-option plan for company CEO Yos Shiran on same day Belinkov resigned.
A separate 6-K filing late last week stated that Naveh “informed the board that he was resigning due to a difference of opinion over matters related to the board’s work and material resolutions.”
Caesarstone trades on the NASDAQ under the CSTE symbol.
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