Corporate governance
- Five directors
- Three independent
- Three board committees
Direction,kept distinct
Yethro Dinamarca Santelices is Chair of the Board, not part of executive management.
Oversight,person by person
Responsibilities,then the charter
| Director | Audit | Compensation | Nominating & Governance | Independence |
|---|---|---|---|---|
| Yethro Dinamarca Santelices | Not a member | Not a member | Not a member | Board Chair |
| Chien‑Fu Chen Chen | Not a member | Not a member | Not a member | CEO · Director |
| Christopher Gardner | Committee Member | Committee Chair | Committee Member | Independent |
| Richard Ingrassia | Committee Chair | Committee Member | Committee Member | Independent |
| Tania Sutin Bleiberg | Committee Member | Committee Member | Committee Chair | Independent |
Yethro Dinamarca Santelices
- Audit
- Not a member
- Compensation
- Not a member
- Nominating & Governance
- Not a member
- Independence
- Board Chair
Chien‑Fu Chen Chen
- Audit
- Not a member
- Compensation
- Not a member
- Nominating & Governance
- Not a member
- Independence
- CEO · Director
Christopher Gardner
- Audit
- Committee Member
- Compensation
- Committee Chair
- Nominating & Governance
- Committee Member
- Independence
- Independent
Richard Ingrassia
- Audit
- Committee Chair
- Compensation
- Committee Member
- Nominating & Governance
- Committee Member
- Independence
- Independent
Tania Sutin Bleiberg
- Audit
- Committee Member
- Compensation
- Committee Member
- Nominating & Governance
- Committee Chair
- Independence
- Independent
★ Committee Chair · ☆ Committee Member · Richard Ingrassia · Audit Committee Financial Expert
Audit Committee
Chair · Richard Ingrassia
Oversees financial reporting, the independent auditor and other audit, accounting, internal‑control and compliance responsibilities assigned by the charter.
Members · Gardner · Ingrassia · Sutin Bleiberg · Audit Committee Financial Expert: Richard Ingrassia
Compensation Committee
Chair · Christopher Gardner
Oversees executive and director compensation matters, incentive arrangements and other compensation responsibilities assigned by the charter.
Members · Gardner · Ingrassia · Sutin Bleiberg
Nominating & Corporate Governance
Chair · Tania Sutin Bleiberg
Addresses director nomination, board composition, corporate‑governance matters and other responsibilities assigned by the charter.
Members · Gardner · Ingrassia · Sutin Bleiberg
Regional counsel,held apart
Advisory role, separate from management and the Board.
One listing,more than one rule set
Foreign private issuer
Home‑country practices
Ticketplus has stated that it intends to rely on Cayman Islands corporate governance practices in lieu of NYSE American requirements regarding the issuance of quarterly earnings statements and certain shareholder‑approval requirements, to the extent permitted under Section 110 of the NYSE American Company Guide.
Controlled company
Status, with context
The prospectus describes Ticketplus as a controlled company under NYSE American rules. It states that “we do not intend to avail ourselves of the corporate governance exemptions afforded to a ‘controlled company’ under the rules of NYSE American.”
Significant Practices
| Topic | As disclosed in the final prospectus (424B4) |
|---|---|
| Annual & current reporting | “As a foreign private issuer, we are exempt from certain SEC rules applicable to U.S. domestic issuers. For example, we are not required to file quarterly reports on Form 10‑Q, proxy statements on Schedule 14A or 14C, or current reports on Form 8‑K.” “We have four months after fiscal year end to file our annual report on Form 20‑F. We also present our financial statements in accordance with IFRS rather than U.S. GAAP.” 424B4 · Prospectus Summary, Implications of Being a Foreign Private Issuer |
| Quarterly earnings statements | “We intend to rely on Cayman Islands corporate governance practices in lieu of NYSE American corporate governance requirements regarding the issuance of quarterly earnings statements […], to the extent permitted under Section 110 of the NYSE American Company Guide and other applicable exemptions for foreign private issuers.” 424B4 · Prospectus Summary, Implications of Being a Foreign Private Issuer |
| Certain shareholder approvals | “We intend to rely on Cayman Islands corporate governance practices in lieu of NYSE American corporate governance requirements regarding […] shareholder approval requirements prior to certain securities issuances in connection with certain acquisitions, private placements of securities, or the establishment or amendment of certain share option, purchase or other compensation plans, to the extent permitted under Section 110 of the NYSE American Company Guide and other applicable exemptions for foreign private issuers.” 424B4 · Prospectus Summary, Implications of Being a Foreign Private Issuer |
| Board majority independence | “NYSE American’s listing rules generally require that a majority of an issuer’s board of directors must consist of independent directors. Our board of directors currently consists of five (5) directors, three (3) of whom are independent within the meaning of NYSE American’s rules.” “For instance, we are not required to: have a majority of the board be independent (although all of the members of the audit committee must be independent under the Exchange Act) […]. We do not plan to take advantage of the above home country exemptions; however, we may choose to in the future.” 424B4 · Management, Board of Directors; Risk Factors |
| Compensation & nominating committees | “For instance, we are not required to: […] have a compensation committee and a nominating committee to be comprised solely of “independent directors”. We do not plan to take advantage of the above home country exemptions; however, we may choose to in the future.” “Our compensation committee consists of Christopher Gardner, Richard Ingrassia and Tania Sutin Bleiberg, each of whom satisfies the “independence” requirements of Rule 10A‑3 under the Exchange Act and NYSE American’s rules […]. Our nominating and corporate governance committee consists of Christopher Gardner, Richard Ingrassia and Tania Sutin Bleiberg, each of whom satisfies the “independence” requirements of Rule 10A‑3 under the Exchange Act and NYSE American’s rules […].” 424B4 · Risk Factors; Management, Board Committees |
This summary focuses on items the prospectus specifically describes. It is an IR navigation aid, not a complete statement of NYSE American, SEC or Cayman Islands law.
The definitive prospectus and future filed disclosures control over this website summary.
The rules,in writing
Governance summaries do not replace the company’s SEC filings, committee charters or constitutional documents.