Unfortunately, Dickson Lee operates as if L&L were his own private fiefdom, not a NASDAQ-listed public company. For Dickson, good governance apparently is a low priority, more or less a waste of time and money:
•For Dickson, informing the Board on major transactions comes second to issuing a news release. No discussion. No analysis. Sometimes not even an email heads-up. Board members and executives regularly read about what L&L is doing in the media before hearing from the chairman and CEO.
•Dickson resists scheduling face-to-face Board meetings. He typically schedules conference calls with only a day or two’s notice, provides scant background materials, and then insists that the Board support his proposals after minimal discussion. [redacted on advice of counsel]
•And Dickson consistently blocked efforts to engage a new independent auditor, despite the fact that the Audit Committee voted 3-0 to move ahead and start the process.
In the most recent events, Dickson Lee plainly and simply manipulated the independent Nominations Committee process to remake the Board to his own liking.
•He removed Board members who dared to disagree with him.
•Overriding recommendations from the Nominations Committee, and outside the official Nominations process, Mr. Lee reduced the size of the Board, removed four current members, and nominated a new Board member who had never even been interviewed by the Nominations Committee.
I was in rural, southern China while these events were playing out on the phone in Seattle, Hong Kong and Bangkok. I was able to participate in the Aug 3 conference call, but unfortunately (given less than 24-hours notice), was not available to participate in the August 5 call.
As it turns out, it didn’t matter, the writing was on the wall. In a surprise to no one, Mr. Lee “ramrodded” the August 5 conference call so he got exactly the board he wanted.
I don’t expect Board members to agree with their Chairman on every issue, all the time, but for me, this was the straw that broke the camel’s back—it was a significant failure of proper corporate governance.