During 2003, no director other than Liam Strong attended less than 75 percent of the aggregate number of meetings of the Board of Directors and committees of the Board of which he was a member. Liam Strong has been affiliated with Teleglobe or its majority shareholder since 2002 and will be the president and chief executive officer of the combined company upon the consummation of the Merger.From May 9, 2002 until his resignation in May 2003 upon his appointment as an executive of Teleglobe, Mr. Strong was a member of ITXC's board of directors.
Immediately after April 10, 2003, the date on which IDT Corporation
issued a press release announcing its plan to make an unsolicited offer for ITXC
, Mr. Strong
recused himself from all ITXC board meetings or discussions relating to that offer, any other offer or strategic alternatives or any potential transactions with any party, and was not provided information or material on those matters.Mr. Strong
recused himself from consideration of all potential transactions to avoid any appearance that he
was voting upon matters in which he
may have had a conflict of interest and to assure that Teleglobe
did not obtain any unfair advantage by being aware of terms proposed by competing bidders.The determination to recuse himself from such matters caused Mr. Strong to attend less than 75 percent of the aggregate number of meetings of the Board of Directors and committees of the Board of which he was a member.