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SPAR GROUP, INC.
STATEMENT OF POLICY RESPECTING
STOCKHOLDER COMMUNICATIONS WITH DIRECTORS
DATED AS OF MAY 18, 2004.
The
Board of Directors (the “Board”) of SPAR Group, Inc.
(“SGRP”), upon the recommendation of its Governance Committee, has
adopted this SPAR Group, Inc., Statement of Policy Regarding Stockholder Communications
with Directors dated as of May 18, 2004 (as the same may be modified, amended, restated or
replaced from time to time in the manner provided herein, this “Policy”).
1.
Introduction. The Board has adopted this Policy to foster communications
between individual stockholders and directors.
2.
Communicating with Directors. Stockholders may communicate directly with
members of the Board by writing to the Board or a particular Committee, or any
of its members, at the executive offices of SGRP. However, stockholder proposals
and nominations must be submitted to SGRP as provided in Section 2.11 of the
By-Laws.
3.
Mail Forward. SGRP shall promptly forward to the applicable director(s)
any item received that is addressed to (or for redelivery to) the Board, any
Committee, or any one or more named directors, which may be forwarded by
Electronic Delivery or Physical Delivery (as such terms are defined in the
By-Laws). However, any advertisement or other general solicitation or similar
junk mail need not be so forwarded. If the Chairman or the Secretary is the
actual recipient, he shall promptly cause such item to be so forwarded.
4.
Responding to Stockholder Communications. The Board believes that an
individual stockholder who sends a bona fide, non-frivolous, written
communication to a director (in such capacity), the Board or a Committee
generally should receive a written response. However, any personal attack,
advertisement or other general solicitation or similar junk mail generally will
not receive any response. If such communication is addressed to a particular
director, the response may come from such director or, if he so desires, from
the Chairman of the Board, the Chairman of the appropriate Committee or SGRP, as
applicable. If such communication is addressed to the Board or a particular
Committee, the response should generally come from the Chairman of the Board or
Committee, respectively, unless the Board or Committee determines otherwise. The
responding Chairman or other director (or SGRP executive if a company response)
shall cause a copy of each such written communication and response to be
provided to each other member of the Board.
5.
Consultation with Directors and Management Assistance The receiving and
(if different) responding director shall consult with other directors, the
Chairman (where not the respondent), the Chief Financial Officer and/or
SGRP’s legal counsel, as the director deems advisable, with respect to the
contents of the proposed response. The executives of SGRP will assist in the
preparation of appropriate responses to stockholder communications as and to the
extent requested.
6.
Attendance at the Annual Meetings of Stockholders. The Board expects
directors to attend SGRP’s annual meeting of stockholders each year in
person, whether or not they are standing for re-election. The Board recognizes
there may be an unavoidable schedule conflict or other circumstance that may
excuse a director’s attendance. Directors in attendance will be introduced
at the meeting and should make themselves available before and after the meeting
to speak with interested stockholders.
7.
Non-Public Information. No director, officer or employee of SGRP should,
under any circumstances, communicate non-public information about SGRP or any of
its subsidiaries or affiliates (collectively, the “SPAR
Companies”) to any SGRP stockholder or other investor in SGRP in
violation of SGRP’s codes of ethics (which generally prohibits disclosure
of such information outside the SPAR Companies).
8.
Proxy Disclosure. The Corporation’s proxy statement should contain
substantially the following disclosure respecting communications with the
Corporation and Directors:
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Generally,
a stockholder who has a question or concern regarding the business or affairs of the
Corporation should contact _____________. However, if a stockholder would like to address
any such question directly to the Board, to a particular Committee, or to any individual
director(s), the stockholder may do so by sending his or her question(s) in writing
addressed to such group or person(s), c/o SPAR Group, Inc., 580 White Plains Road,
Tarrytown, New York, 10591, and marked “Stockholder Communication”. The
Corporation has a policy of generally responding in writing to each bona fide,
non-frivolous, written communication from an individual stockholder. |
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In
addition, questions may be asked of any director at the Corporation’s annual
stockholders’ meeting. The Corporation schedules its annual stockholders’
meeting on the same day as a regularly scheduled quarterly Board meeting, so all directors
generally attend. All of the Corporation’s directors attended its 2003 annual
stockholders’ meeting. |
9.
Effective Date and Amendments. This Policy is effective as of May 18,
2004, and may be supplemented, modified, amended, restated or replaced from time
to time by action of the Board in its discretion, with or without the
recommendation of the Governance Committee.
10.
Certain Definitions. “By-Laws” shall mean the Amended
and Restated By-Laws of SGRP dated as of May 18, 2004, as the same may have been
and from time to time hereafter may be supplemented, amended or restated in the
manner provided therein. “Governance Committee Charter” shall
mean the Charter of the Governance Committee of the Board of Directors of SPAR
Group, Inc., Dated (as of) May 18, 2004, as the same may be supplemented,
modified, amended, restated or replaced from time to time in the manner provided
therein. Capitalized terms used and not otherwise defined herein shall have the
meanings respectively assigned to them in the By-Laws or the Governance
Committee Charter.
11.
Incorporation of Certain Provisions of By-Laws. This Policy shall be
governed and supplemented by and construed and interpreted in accordance with
Article X of the By-Laws (and the applicable definitions appearing elsewhere),
which are hereby incorporated into this Policy by reference as if fully set
forth herein and shall be construed as if this Policy were the
“By-Laws” referred to in those incorporated provisions. In the event
of any conflict between any specific provision of this Policy and the By-Laws or
the Governance Committee Charter, the specific provision of this Policy shall
control and be given effect.
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