Shareholders must also question how the Board of Directors, specifically the Search Committee chaired by Ms. Patti Hart, could permit the Company to hire a CEO with this discrepancy in the public record. We assumed previously that the Committee would have conducted a thorough background check on Mr. Thompson – and even if not thorough, the most basic of such checks would address Mr. Thompson's education and degrees. Should our concerns about Mr. Thompson's record be accurate, that would call into serious question whether the Board failed to exercise appropriate diligence and oversight in one of its most fundamental tasks – identifying and hiring the Chief Executive Officer.
As we pondered how Mr. Thompson's academic credentials could seemingly be overlooked, we discovered another apparent discrepancy regarding the academic background of Ms. Hart, the Chair of the Search Committee and the Nominating and Corporate Governance Committee.
Specifically, Ms. Hart, we are told in various corporate filings (including the aforementioned Form 10-K/A), holds a "Bachelor's degree in marketing and economics" from Illinois State University. However, we understand that Ms. Hart's degree is in Business Administration. She received a degree in neither Marketing nor Economics, (although we understand that she may have taken a small number of courses – not enough for even a minor degree – in each).
The Yahoo! Code of Ethics sets forth a standard of conduct that "applies to all Yahoo! employees (including officers… and directors…)". Page 13 of the Code relates to Accurate Business Communications, Records and Contracts, and states:"Disclosure in reports and documents filed with or submitted to the U.S. Securities and Exchange Commission and in other public communications made by Yahoo! must be full, fair, accurate, timely and understandable…. Make sure information we disclose about our company is clear, truthful and accurate."
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