Business Context and Reporting Period
This Form 8-K Current Report was filed by Dana Corporation on December 13, 2004. The filing addresses corporate governance changes, specifically the election of a new director and the appointment to board committees.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial data disclosed relates to fees paid to a specific service provider:
- Non-audit services (2004): Approximately $3 million paid to Deloitte member firms.
- Non-audit services (2003): Approximately $1.7 million paid to Deloitte member firms.
- Audit services (Asia-Pacific, 2004): Approximately $400,000 paid to Deloitte member firms.
- Audit services (Asia-Pacific, 2003): Approximately $200,000 paid to Deloitte member firms.
Material Changes
The primary material change reported is the election of Richard M. Gabrys as a director of Dana Corporation on December 13, 2004. He was appointed to serve on the Audit and Finance Committees. Mr. Gabrys previously retired as Vice Chairman of Deloitte & Touche LLP in May 2004.
Management Commentary and Risks
The Board of Directors determined that Mr. Gabrys is an "independent director" despite the fees paid to Deloitte member firms for services rendered to Dana in 2003 and 2004. The Board concluded that Mr. Gabrys does not have a material relationship with the company under NYSE and SEC rules. However, a potential contingency was noted: Mr. Gabrys advised the Board that if his service as a director precludes Deloitte member firms from competing for service opportunities due to independence rules, he may ultimately resign from the Board. Dana expects to continue using Deloitte for services in 2005, though specific engagements and fees have not yet been determined.
Investor Verification Checklist
- Verify the independence status of Richard M. Gabrys given the historical fees paid to his former firm.
- Confirm whether Deloitte member firms will continue to be engaged for audit and non-audit services in 2005.
- Monitor for any potential resignation of Mr. Gabrys if independence rules restrict Deloitte's ability to compete for future contracts.
- Note that this filing contains no operational or financial performance data for the company.