MONTREAL, Dec. 13, 2012 /CNW Telbec/ - Following the annual strategic planning and business review meetings of the SNC-Lavalin (TSX: SNC) Board of Directors over the past week, Chairman Gwyn Morgan provided the following update on a number of decisions that have been taken and other developments.
As we have previously indicated, SNC-Lavalin has and will continue to cooperate fully with ongoing investigations. We turned over information that we had to authorities beginning in March 2012 for them to take any actions that they may consider appropriate.
The Board was disturbed to learn that former President and CEO Pierre Duhaime has since been charged by authorities. While none of the charges have been proven, this development suggests that there may be additional facts regarding Mr. Duhaime of which the Board was not aware at the time of his departure. Accordingly, the Board of Directors has decided to suspend the payments provided for under Mr. Duhaime's previously announced departure arrangements. Until the facts surrounding Mr. Duhaime's situation are clarified or resolved, the payments under these arrangements will be held separately.
SNC-Lavalin is unequivocal that no unethical behaviour or illegal acts must ever be tolerated and re-affirms its view that anyone found to have committed any wrongdoing should be brought to justice and held accountable for their actions. To the extent anyone is found to have misused or misappropriated Company funds or to have abused their office while at SNC-Lavalin, we reserve our rights to assert claims against these individuals, including for the recovery of funds.
Continuing Board Renewal
In keeping with its commitment to continuous improvement in corporate governance and board renewal, the Corporate Governance Committee is in the process of establishing director nominees for election at the 2013 Annual General Meeting of shareholders. As part of this ongoing process:
We expect certain current directors will not be standing for re-election
in 2013. These directors will be identified in the management
information circular preceding the 2013 annual meeting of shareholders.
All of our directors continue to serve the Company with diligence,
commitment and integrity.
- The Board is actively recruiting qualified, dedicated and independent candidates who possess the reputation, experience and expertise to adapt to the evolving needs of the Company. These people will be put forward for election at the 2013 Annual General Meeting. To that end, the Governance Committee has engaged a leading executive search and board consulting firm to assist in this process.
The continuing renewal of the Board in 2013 follows on the additions made to the Board in 2012 with the appointments of independent directors Eric Siegel and Chakib Sbiti, each of whom is expected to be proposed by management to stand for election as directors at SNC-Lavalin's 2013 Annual General Meeting of shareholders.
Gilles Laramée will assume responsibility for a new Business Unit as Executive Vice-President Infrastructure, Concessions and Investments to provide a top level focus on strategic oversight and more active management of the ICI business to leverage its full value. The Company has initiated a search to replace Mr. Laramée as Chief Financial Officer. Mr. Laramée will continue as CFO until his replacement is in place.
Ethics and Compliance
The Company remains committed to maintaining ethical standards of business conduct. We have procedures in place, including a Code of Ethics and Business Conduct, which every employee is obliged to sign and follow. Over the last number of months we have taken, and will continue to take, measures to reinforce our procedures and strengthen internal controls and processes. More information about our responses to recommendations of the Board and how change is being implemented throughout the organization is available at www.snclavalin.com/followus.
SNC-Lavalin is one of the leading engineering and construction groups in
the world and a major player in the ownership of infrastructure, and in
the provision of operations and maintenance services. Founded in 1911,
SNC-Lavalin has offices across Canada and in over 40 other countries
around the world, and is currently working in some 100 countries.