Rocky Mountain Chocolate Factory Audit 2
Mark H. Bourgoin Group 3
Strategic Audit
Rocky Mountain Chocolate Factory Inc.
Section II
II. Corporate Governance
Note: I would classify Rocky Mountain Chocolate Factory as a Stage III “Divisional Structure,” per the textbook (Hunger & Wheelen, 2010, p. 196, fig. 5-4).
A. Board of Directors
1. a. Chairman: Franklin Crail (CEO and President) b. Directors: Bryan Merryman (VP, CFO, COO, and Treasurer), Lee Mortenson, Gerald Kien, Clyde Engle, and Scott Capdevielle.
With the exception of Franklin Crail (co-founder of Rocky Mountain Chocolate Factory Inc.) and Bryan Merryman, the Board of Directors of Rocky Mountain Chocolate Factory Inc. is composed of entirely external/independent board members.
2. Directors do not receive any compensation for serving on the board, but they do receive compensation for serving on board committees, chairing committees, and participating in meetings. Directors who are not officers/employees of the company are entitled to stock option awards.
3. Rocky Mountain Chocolate Factory Inc. is publically traded as RMCF.O on Consolidated Issue listed on NASDAQ Global Market. It closed on April 21, 2011 at $10.40 (USD) a share. The Board of Directors has frequently paid out quarterly cash dividends, usually $0.10 to common share outstanding. This dividend, on average, has been three times that of the industry’s average.
According to the company’s most recent 10-K, there are currently 100,000,000 shares authorized; 6,026,938 and 5,989,858 shares of common stock issued and outstanding respectively. Each common stock is eligible to vote at the annual meeting. Each share of common stock entitles its holder to one vote on all matters voted on at the annual meeting (except the election of directors). Shareholders have cumulative voting rights in the election of directors.
There are also 250,000 authorized Preferred stock (with zero issued or outstanding), 50,000 shares of Series A
Strategic Audit
Rocky Mountain Chocolate Factory Inc.
Section II
II. Corporate Governance
Note: I would classify Rocky Mountain Chocolate Factory as a Stage III “Divisional Structure,” per the textbook (Hunger & Wheelen, 2010, p. 196, fig. 5-4).
A. Board of Directors
1. a. Chairman: Franklin Crail (CEO and President) b. Directors: Bryan Merryman (VP, CFO, COO, and Treasurer), Lee Mortenson, Gerald Kien, Clyde Engle, and Scott Capdevielle.
With the exception of Franklin Crail (co-founder of Rocky Mountain Chocolate Factory Inc.) and Bryan Merryman, the Board of Directors of Rocky Mountain Chocolate Factory Inc. is composed of entirely external/independent board members.
2. Directors do not receive any compensation for serving on the board, but they do receive compensation for serving on board committees, chairing committees, and participating in meetings. Directors who are not officers/employees of the company are entitled to stock option awards.
3. Rocky Mountain Chocolate Factory Inc. is publically traded as RMCF.O on Consolidated Issue listed on NASDAQ Global Market. It closed on April 21, 2011 at $10.40 (USD) a share. The Board of Directors has frequently paid out quarterly cash dividends, usually $0.10 to common share outstanding. This dividend, on average, has been three times that of the industry’s average.
According to the company’s most recent 10-K, there are currently 100,000,000 shares authorized; 6,026,938 and 5,989,858 shares of common stock issued and outstanding respectively. Each common stock is eligible to vote at the annual meeting. Each share of common stock entitles its holder to one vote on all matters voted on at the annual meeting (except the election of directors). Shareholders have cumulative voting rights in the election of directors.
There are also 250,000 authorized Preferred stock (with zero issued or outstanding), 50,000 shares of Series A