Corporate Governance
The Company is not subject to the Combined Code on Corporate Governance applicable to companies
listed on the Official List of the UK Listing Authority. The Directors comply (as far as practicable for a
company of its size, stage of development and resources, taking into account that the Company is
incorporated in the US rather than the UK and subject to what is said below) with the guidance issued by
the Quoted Companies Alliance, (the "QCA Corporate Governance Guidelines") which states that "the
purpose of good corporate governance is to ensure that the company is managed in an efficient, effective
and entrepreneurial manner for the benefit of all shareholders over the longer term." The Company has
adopted a model code for directors and employee share dealings which is appropriate for a company whose
securities are traded on AIM and is in accordance with Rule 21 of the AIM Rules for Companies.
The roles of Chairman and Chief Executive Officer are both exercised by Mr. Alan Kestenbaum, and as a
result, the Company is not in compliance with the QCA Corporate Governance Guidelines in this respect.
The Directors are however satisfied that there are factors which mitigate against the risk of concentration of
power within the Company. These include the fact that the Company has a number of institutional investors
with experience in manufacturing businesses as major shareholders and who are familiar with the
Company's business and are completely independent of Messrs. Alan Kestenbaum,
Ted Heilman and Michael Barenholtz (the "Board").
The company added two nonexecutive directors to the Board in February 2008: Stuart E. Eizenstat and Daniel G. Karosen. The Board is currently actively seeking additional nonexecutive director candidates for consideration by its shareholders having, among other things, asked for recommendations from its nominated adviser, underwriters and bankers.
Board Committees
Upon the appointment of a sufficient number of nonexecutive directors the Board will establish an audit committee and a remuneration committee.
The Audit Committee
The audit committee will be responsible for monitoring the effectiveness of the Company’s internal
controls and risk management system, ensuring that the financial performance of the Company is properly
measured and reported on and for reviewing reports and discussing with the Company’s auditors any issues
arising from the audit. For further details on the rules and responsibilities of the audit committee, please go
here: http://www.glbsm.com/Terms-of-Reference-Audit.pdf.
The Remuneration Committee
The remuneration committee will be responsible for determining the terms and conditions of service,
including the remuneration and grant of options to executive directors under the Company’s stock option
incentive plans. For further details on the rules and responsibilities of the remuneration committee, please
go here: http://www.glbsm.com/Terms-of-Reference-Remuneration.pdf.