Royal Group proposes addition of five new independent directors
April 28 2005 - 9:36PM
PR Newswire (US)
Royal Group proposes addition of five new independent directors
TORONTO, April 28 /PRNewswire-FirstCall/ -- Royal Group
Technologies Limited (RYG.SV - TSX; RYG - NYSE) today announced
that it will propose the addition of five new independent directors
at its Annual and Special Meeting of Shareholders on May 25, 2005.
Royal Group's Annual and Special Meeting of Shareholders will be
held at the Metro Toronto Convention Center South Building, located
at 222 Bremner Boulevard in Toronto, Ontario, commencing at 4:15
PM. The five new independent directors being proposed by Royal
Group are James Hacking, Carol Hansell, Richard Ross, Graham Savage
and William Sheffield. Robert Lamoureux, Royal Group's Lead
Director and Interim Chief Financial Officer, commented on the new
nominees saying, "we are delighted to have attracted five new,
well-experienced and highly regarded directors to our Board." Mr.
Lamoureux previously held the position of Partner in the firm
PricewaterhouseCoopers LLC, leading the firm's national corporate
governance practice. James Hacking is currently the CEO and owner
of IMT, a major manufacturer and supplier to the truck-trailer, OEM
and defense industries. He serves on the Board of Armada Group, and
previously served on the Boards of Granby Steel Tanks and
Trailmobile. Carol Hansell is a partner in the law firm Davies Ward
Phillips & Vineberg LLP and is an expert in the field of
corporate governance. Ms. Hansel serves on the Board of the Public
Sector Pension Investment Board, as well as the corporate
governance committee of the Board of the Toronto East General
Hospital. Richard Ross, who is a chartered accountant, is the
Chairman and CEO of Inmet Mining Corporation. Mr. Ross also serves
as the Chairman of the Mining Association of Canada and the
President of the Canadian Turkish Business Council. Graham Savage
is currently Chairman of the merchant banking firm, Callisto
Capital. Mr. Savage also sits on the Boards of Canadian Tire,
Hollinger International, Vitran Corporation and Leitch Technology.
He is a member of the Special Investigative Committee of
Hollinger's Board. William Sheffield currently acts as a
professional director, serving on the Boards of Ontario Power
Generation and Velcan, Inc. Mr. Sheffield previously held the
positions of Executive Vice President of Abitibi Consolidated and
CEO of Sappi Ltd. of South Africa. Royal Group previously announced
that Vic De Zen will retire from its Board following the company's
Annual and Special Meeting of shareholders, provided the proposal
to convert his Multiple Voting Shares to Common Shares is approved
by shareholders. Following the upcoming Meeting, Royal Group
intends to add its new CEO to the Board, who is expected to be
named in advance of the meeting. Ralph Brehn, who has been on Royal
Group's Board for 10 years, has now reached the Board's mandatory
retirement age and is not standing for re-election. Gwain Cornish,
who retired as an executive of Royal Group in 2004, will also be
retiring from the Board. Mr. Cornish will continue to be active
with the company, serving in an advisory role to management. James
Sardo, who serves as Interim President and CEO, will also be
nominated for a Board position along with Mr. Lamoureux at the
upcoming meeting. Ronald Slaght and Irvine Hollis, who have served
on the Board for 10 years, will be nominated again this year. "With
acceptance of the proposed slate of directors, coupled with the
additions of a new CEO and CFO, we can turn our full attention to
development of a strategic plan with an effective implementation
process aimed at unlocking Royal's full potential," concluded Mr.
Lamoureux. With acceptance of the proposed slate of directors at
Royal's Annual and Special Meeting of Shareholders, the resignation
of Mr. De Zen from the Board following conversion of his Multiple
Voting Shares, and with Mr. Sardo and Mr. Lamoureux relinquishing
their interim management positions, the Board of Directors of Royal
Group will consist of nine directors who are independent of
management and the company, as well as the new CEO. Royal Group
intends to publicly file its Management Proxy Circular pertaining
to the upcoming Annual and Special Meeting of Shareholders, by May
4, 2005. The circular will provide further details on the
backgrounds of the proposed slate of directors. The Circular will
be available on Royal Group's web site at
http://www.royalgrouptech.com/ in the Investor Relations section,
immediately following the filing. Royal Group Technologies is a
manufacturer of innovative, polymer-based home improvement,
consumer, and construction products. The company has extensive
vertical integration, with operations dedicated to provision of
materials, machinery, tooling, real estate, and transportation
services to its plants producing finished products. Royal's
manufacturing facilities are primarily located throughout North
America, with international operations in South America, Europe,
and Asia. Additional investment information is available on Royal
Group's web site at http://www.royalgrouptech.com/ under the
Investor Relations section. The information in this document
contains certain forward-looking statements with respect to Royal
Group Technologies Limited, its subsidiaries and affiliates. These
statements are often, but not always made through the use of words
or phrases such as "expect", "should continue", "continue",
"believe", "anticipate", "estimate", "contemplate", "target",
"plan", "budget", "may", "will", "schedule" and "intend" or similar
formulations. By their nature, these forward-looking statements are
necessarily based upon a number of estimates and assumptions that,
while considered reasonable by management, are inherently subject
to significant, known and unknown, business, economic, competitive
and other risks, uncertainties and other factors affecting Royal
specifically or its industry generally that could cause actual
performance, achievements and financial results to differ
materially from those contemplated by the forward-looking
statements. These risks and uncertainties include the outcome of
the ongoing internal review and investigations by the Special
Committee of the Board of Directors; fluctuations in the level of
renovation, remodeling and construction activity; changes in
product costs and pricing; an inability to achieve or delays in
achieving savings related to the cost reductions or increases in
revenues related to sales price increases; the sufficiency of our
restructuring activities, including the potential for higher actual
costs to be incurred in connection with restructuring activities
compared to the estimated costs of such actions; the ability to
recruit and retain qualified employees; the level of outstanding
debt and our current debt ratings; the ability to meet the
financial covenants in our credit facilities; the ability to
successfully replace our syndicated credit facility; changes in
product mix; the growth rate of the markets into which Royal's
products are sold; market acceptance and demand for Royal's
products; changes in availability or prices for raw materials;
pricing pressures resulting from competition; difficulty in
developing and introducing new products; failure to penetrate new
markets effectively; the effect on foreign operations of currency
fluctuations, tariffs, nationalization, exchange controls,
limitations on foreign investment in local business and other
political, economic and regulatory risks; difficulty in preserving
proprietary technology; adverse resolution of any litigation,
investigations, administrative and regulatory matters, intellectual
property disputes, or similar matters; changes in securities or
environmental laws, rules and regulations; currency risk exposure
and other risks described from time to time in publicly filed
disclosure documents and securities commission reports of Royal
Group Technologies Limited and its subsidiaries and affiliates. In
view of these uncertainties we caution readers not to place undue
reliance on these forward-looking statements. Statements made in
this document are made as of April 28, 2005 and Royal disclaims any
intention or obligation to update or revise any statements made
herein, whether as a result of new information, future events or
otherwise. DATASOURCE: Royal Group Technologies Limited CONTACT:
Robert Lamoureux, Lead Director and Interim CFO, or Mark Badger,
Vice President, Marketing and Corporate Communications, Phone:
(905) 264-0701, Fax: (905) 264-0702
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