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Contract analysis / interview-memo-haskins.docx
interview-memo-haskins.docx
1021-00008 · 10 clauses
High · 1 Medium · 2 Standard · 1
1. Preliminary Matters and Upjohn Warnings Medium
⚑ Liability cap to check against exposure
1. Preliminary Matters and Upjohn Warnings At the outset of the interview, Howard Quinn delivered the standard Upjohn warning to Mr. Daskine. Specifically, Mr. Quinn advised Mr. Daskine of the following: (a) Calderwood & Harkness LLP represents the Audit Committee of the Board of Directors of Verimark Hospitality Group Inc. ("VHG") in connection with this investigation. Calderwood & Harkness does not represent Mr. Da
2. Background and Employment History
2. Background and Employment History Mr. Daskine provided the following background information: Full Name: Garrett William Daskine. Current Title: Division President, Verimark Coastal Resorts LLC ("VCR"). Mr. Daskine holds the title of Division President, which is the most senior operational role within VCR. Employment Tenure: Mr. Daskine is a seventeen-year veteran of VHG and its subsidiary entities. He stated that
3. Revenue-Recognition Practices at VCR High
⚑ Penalty / liquidated damages
3. Revenue-Recognition Practices at VCR 3.1 Overview of Timeshare-Interest Sales Process Mr. Daskine described the general timeshare-interest sales process at VCR as follows. Prospective purchasers attend a sales presentation at one of VCR's resort properties, typically conducted by the sales and marketing team. If a prospective purchaser elects to purchase a timeshare interest, the purchaser signs a written purchase
4. Expense-Reporting Practices and Vendor Relationships Standard
⚑ Commercial term
4. Expense-Reporting Practices and Vendor Relationships 4.1 Capital-Improvement Approval Process Mr. Daskine described VCR's process for capital-improvement projects. He explained that capital-improvement work at VCR properties — including renovation, refurbishment, construction, and facilities upgrades — was initiated by the operations team, typically in coordination with the VP of Operations. The Controller, Ryan S
5. Relationship with Nicole Prescott and Ryan Serrano
5. Relationship with Nicole Prescott and Ryan Serrano Mr. Daskine described his working relationship with Nicole Prescott as "professional." He stated that she was a "capable finance executive" who had been with VCR for several years and who had been instrumental in managing VCR's financial operations. He denied any personal relationship with Ms. Prescott beyond a professional working relationship. He stated that he
6. Interactions with VHG Corporate Management
6. Interactions with VHG Corporate Management Mr. Daskine stated that he reported quarterly to CEO Margaret Calder on VCR's operational performance, strategic initiatives, and financial results. He described these interactions as consisting of formal quarterly business reviews as well as periodic informal check-ins and telephone calls with Ms. Calder. He also stated that he participated in quarterly business reviews
7. SOX Certifications and Internal Controls
7. SOX Certifications and Internal Controls Mr. Daskine stated that he was familiar with VHG's obligations under Sections 302 and 404 of the Sarbanes-Oxley Act of 2002 ("SOX") in a general sense. He understood that SOX required the CEO and CFO of a public company to certify the accuracy of the company's financial statements and the effectiveness of its internal controls over financial reporting. However, Mr. Daskine
8. Administrative Leave and Current Status
8. Administrative Leave and Current Status Mr. Daskine confirmed that he was placed on paid administrative leave by VHG effective August 7, 2023. He stated that he received notification of his placement on leave from VHG General Counsel's office and understood that the leave was imposed pending the outcome of the Audit Committee's internal investigation. Mr. Daskine stated that he had not accessed any VHG or VCR syst
9. Refusal of Follow-Up Interview
9. Refusal of Follow-Up Interview At the conclusion of the interview, Mr. Quinn informed Mr. Daskine that the investigation team anticipated the possibility that additional evidence or topics would arise as the investigation progressed, and that the team might request a follow-up interview with Mr. Daskine to address those matters. Mr. Merritt stated that Mr. Daskine would not be available for a follow-up interview.
10. Assessment and Observations Medium
⚑ Confidentiality undertaking
10. Assessment and Observations The following assessment reflects the observations and preliminary conclusions of the interview team and is intended for the confidential use of the Audit Committee in connection with the internal investigation. Demeanor: Mr. Daskine was generally cooperative and forthcoming when questioning addressed background information, his employment history, and the operational structure of VCR.