RE:RE:RE:RE:RE:KarbonKleen Dream TeamLikely around the same time as you contacted the OSC I had contacted J.P. Colin with the following:
By that point I had met with Jim Payne and J.P. Colin in the dynaCERT boardroom on a number of matters.
For me, Karbon Klean was another serious concern along the way.
By the way, he did reply to this particular email, though his comments were not convincing.
.
October 11, 2019 dynaCERT Inc. Jean-Pierre Colin, Director Good day J.P.;
Hopefully, you are not fed up with my continuing to contact dynaCERT Inc. through you.
As you know, Jim Payne has chosen not to engage with me on matters related to the company and Nancy Massicotte has historically been unable to address serious concerns with ordinary shareholders in general.
This letter is intended to specifically raise two areas of broadening concern that directly go to Board of Directors matters.
1. Arm's Length Transaction An arm's length transaction refers to a business deal in which buyers and sellers act independently without one party influencing the other.
These types of sales assert that both parties act in their own self-interest and are not subject to pressure from the other party; furthermore, it
assures others that there is no collusion between the buyer and seller. The parties involved in an arm's length sale
usually have no pre-existing relationship with each other. KarbonKleen – Brian Semkiw: It was announced March 1, 2019 that Mr. Semkiw was appointed to dynaCERT’s Advisory Board . In the same news release, shareholders were informed: 6,000,000 options were granted to Advisors, Directors and Consultants at $0.38 for 5 years. Subsequently, a significant transaction through KarbonKleen efforts was successfully developed that appears to include a sale to Stevens Trucking, Oklahoma.
Of course this transaction is encouraging.
Questions: I. “Does dynaCERT find it necessary to “Buy” business through the granting of shares, options, advisory appointments etc. to clients? (cite: Sparta- )
II.Is KarbonKleen totally independent I.e. Arm’s Length from dynaCERT?
Or
Is there a flow of money/other compensation in either direction of the business relationship beyond the pure selling price of the company’s products between KarbonKleen, its officers et al and dynaCERT, its officers et al?
III.Has dynaCERT provided any funds to KarbonKleen to support its sales, financing or operating financial requirements?
IV.Is KarbonKleen a sales/finance operating arm, subsidiary or similar business entity of dynaCERT.
2. "N
o director qualifies as 'independent' unless the board of directors affirmatively determines that the director has 'no material relationship' with the listed company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the company."
[4] An independent director must not be an officer or employee of the company or its subsidiaries or any other individual having a relationship that, in the opinion of the company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
https://www.casselsbrock.com/files/file/docs/MatrixToDefiningDirectorIndependenceInCanada_ABoivin_1701%20_Jan2017_.pdf Review of the foregoing Cassels Brock article confirms the issue of board member independence is complex.
It also highlights important considerations that suggest shareholder interests may not be fully respected by the current dynaCERT Board of Directors in terms of adequate independent representation.
Who among the current members of the Board of Directors are deemed to be “completely independent” as opposed to “independent” because they do not vote/comment on matters that are personal/non-arms length?
I look forward to the day when shareholders take broad comfort and cease looking behind doors or second guessing as information is provided by dynaCERT Inc.
Sincerely.
L.J. (Jim) Howard, Shareholder,