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NETRO CORPORATION
(Name of Registrant as Specified in its Charter)
C. ROBERT COATES
----------------
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4) Date Filed: May 23, 2002
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==============================================
Press Release
SOURCE: C. Robert Coates
C. ROBERT COATES SAYS NETRO'S DIRECTORS WERE NO SHOWS AT THEIR OWN ANNUAL
MEETING
LAKE FOREST, Ill., May 23 -- C. Robert Coates said today, "The directors of
Netro Corporation (NASDAQ: NTRO) failed to attend their own annual meeting on
Tuesday, May 21. Netro has seven directors. One of them, CEO Gideon Ben-
Efraim, had to chair the annual meeting. None of the other six came to the
meeting. Four of them: Thomas Baruch, Irwin Federman, Sanford Robertson and
Richard Moley, all live and work very near the meeting place.
"Frankly, I'm amazed at this cavalier attitude on the part of directors.
Virtually every other publicly traded company makes a real effort to have every
director attend their annual meeting of stockholders. Netro's proxy materials
made much of their directors' impressive credentials as technology industry
veterans serving on the boards of directors of multiple public and private
technology companies. Maybe reading their credentials went to their heads or
they are just too busy to rub shoulders with their loyal stockholders once a
year. Whatever the case, it looks like Netro's investors are 0 for 6 in terms
of directors who place the shareholders' interests ahead of their own special
interests.
"The cover of this week's edition of Fortune magazine shows an ocean liner
sinking with the headline 'Why Companies Fail - 10 Fatal Mistakes (And How to
Avoid Them).' One of the ten mistakes is a dysfunctional board. The Fortune
article says, 'The sorry fact is that most corporate boards remain hopelessly
beholden to management. At many boards, the CEO oversees meetings, hand-picks
directors, and spoon-feeds them information. Unless, that is, the board demands
more.'
"Fortune magazine goes on to list three quick fixes to prevent companies from
failing. The first is to reengineer the board. Fortune says, 'Incompetence is
not the problem. The problem is that directors are too nice. Boards seldom
convene without the CEO, and raising troubling questions can simply seem rude-
which is often the way the CEO wants it.'
Robert Coates said, " Fortune could have added that board members are usually
far too busy to really get involved in monitoring the CEO's performance and
working with the CEO on strategy. Indeed, Netro's directors are apparently far
too busy to even come to their once a year meeting.
"I'm going to buy copies of this issue of Fortune and send one to each of the
directors. In the mean time, I ask Thomas Baruch, Lewis Chakrin, Irwin
Federman, Richard Moley, Sanford Robertson and Shirley Young to take their
duties more seriously. I don't think that they're doing the shareholders any
favors by simply sitting on the board and collecting stock options."
Most Netro shareholders purchased their stock at much higher prices. Like them,
we would love to see a return to those higher prices since we plan to continue
to hold our 2,405,400 shares. Buying back shares to reduce dilution is one
simple way to increase price that benefits all shareholders. Another way to
increase price is for the CEO and directors to work harder and develop and
communicate a well defined plan with time tables for making a profit. That way
we could all benefit from what Netro describes as their directors'
'extraordinary operating, investing and strategic experience.'"
SOURCE: C. Robert Coates