SNC-Lavalin files management proxy circular for AGM and provides board renewal update

Apr 04, 2013, 08:30 ET from SNC-LAVALIN

MONTREAL, April 4, 2013 /CNW Telbec/ - SNC-Lavalin (TSX: SNC) announces that it has filed its management proxy circular for its Annual and Special Meeting of shareholders (the "AGM") to be held on May 2, 2013, with the Canadian securities regulators via the SEDAR website ( The circular contains an update on the continuing board renewal process announced by the Company at the end of last year. All candidates the Company is proposing for election as directors at the upcoming AGM would qualify as independent directors, other than the President and CEO.

Following the decision of current Chairman, Gwyn Morgan, to retire from SNC-Lavalin's Board at the 2013 AGM, the Company's Corporate Governance Committee has recommended to the Board that Ian A. Bourne be appointed Chairman immediately following the AGM.

Mr. Bourne began his career in finance at General Electric Canada in 1969, where he held a number of senior positions, including that of Vice-President, Finance. He subsequently served as CFO of Canada Post Corporation, and in 1998 became CFO of TransAlta Corporation. He was concurrently appointed President and Director of TransAlta Power LP, a position he held until his retirement in 2006. Mr. Bourne has been a director of SNC-Lavalin since 2009, and is currently Vice-Chairman of its Board. He was Interim CEO of the Company and, upon the appointment of Robert G. Card as President and CEO in 2012, became Chairman of its Audit Committee.

As announced on December 13, 2012, the Board of Directors initiated a process to recruit qualified, dedicated and independent candidates for nomination to the Board of Directors at the 2013 AGM. The Corporation engaged an international executive search firm to assist with this process, and the Governance Committee considered numerous qualified and experienced director candidates and consulted with key stakeholders as part of a thorough and extensive vetting and selection process. As a result of this process, three new independent director nominees will be standing for election at the 2013 AGM.

The continuing renewal of the Board follows the additions made in 2012 of independent directors Eric Siegel and Chakib Sbiti, as well as President and CEO, Robert G. Card, each of whom is also standing for election as a director at the upcoming AGM. The proposed new director nominees are:

  • Jacques Bougie: Mr. Bougie joined Alcan in 1979 and held various positions in the fields of major project development, planning and general management. He became President and Chief Operating Officer of Alcan in 1989, a position he held until 1993, when he was appointed President and CEO. The Company believes that Mr. Bougie's background as an accomplished executive will provide additional leadership to the Board, while his industry-specific and operational expertise will further enhance the Board's skill set, and his experiences as a director of various prominent Canadian corporations will add depth and a wealth of business and operational knowledge to the Board.

  • Lise Lachapelle: Mrs. Lachapelle was President and Chief Executive Officer of the Forest Products Association of Canada from 1994 until 2002. She is a former President of Strategico Inc., a consulting firm specializing in public policies, and a former Senior Vice-President of the Montreal Stock Exchange.  She also acted as Assistant Deputy Minister in the Federal Department of Industry, Trade and Commerce. The Company believes that Mrs. Lachapelle's impressive background in public policy and global business, her significant industry-specific expertise and knowledge, as well as her various public board memberships, will assist in the development of the Company's international operations and in maintaining and continuously improving its governance systems and practices.

  • Alain Rhéaume: Co-founder and Managing Partner of Trio Capital Inc. (a private investment management company), Mr. Rhéaume has over 25 years of senior management experience in the private and public sectors. He worked for the Ministry of Finance of the Quebec Government from 1974 to 1996, acting from 1988 to 1992 as Associate Deputy Minister, and from 1992 to 1996 as Deputy Minister. From 1996 to 2005, he was involved in the development of Microcell Telecommunications, a Canadian mobile operator commercializing the Fido brand, first as Chief Financial Officer, and then as President and Chief Operating Officer. The Company believes that Mr. Rhéaume's diverse professional experiences as CFO of a publicly listed company, as Deputy Minister of Finance for the Province of Quebec, his other executive roles and positions held within government and the corporate sector, as well as his other Board memberships, will reinforce the Board's existing expertise in finance, accounting and risk management.

"The goal of this ongoing process is to recruit highly qualified, dedicated and independent candidates who possess the reputation, experience and expertise to adapt to the evolving needs of the Company and its shareholders," said Messrs. Bourne and Morgan in a joint statement. "These director nominees certainly meet this goal."

In addition to Mr. Morgan, three other current directors, David Goldman, Pierre H. Lessard and Edythe A. Marcoux, will retire at the 2013 AGM.

"I would like to especially thank the retiring directors for having served the Company with diligence, commitment and integrity over many years," said Mr. Bourne. "I want to express the Board's gratitude to our retiring Chairman, Gwyn Morgan, who has led the Board of Directors since 2007. I would also like to personally thank Gwyn for all his support over the past year."

"I would like to commend all of my fellow directors for their effort and determination, particularly in the past year, to keep this great Company heading in the right direction," added Mr. Morgan. "I express my fullest gratitude to our retiring directors and firmly believe that the ongoing Board renewal process has provided some excellent new candidates for the 2013 slate."

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.