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.
Ongoing Investigations
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.
Executive Changes
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.
www.snclavalin.com.
SOURCE SNC-LAVALIN