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 (www.sedar.com). 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. www.snclavalin.com
SOURCE SNC-LAVALIN