Stewie, perhaps this will support your excellent points about the BOD. I don,t support the fact that ISS supported SLI in the Proxy battle, whereas what they say here, may be contradictory to the stance they took on the White Proxy and supported the BOD at the Proxy battle.
If you look at the second part of this post, identified by (2), you will find several advisories and recommendations by ISS that I have bolded, including this one; " ISS made its recommendation after considering the best interests of shareholders and after reviewing the issues advanced by St. Elias and by Gilby Len Hastman and Darcy Kim Hastman,"
If ISS carefully and competently reviewed and assured that the White Proxy was not a misrepresentation by management, why was it so easy for Mrs C to find that the Robert Krause credentials appear to be misleading? I would say that ISS causes quite a concern with me and should any investor in these markets, whereas they are endorsing and making recommendations of what may very well be misleading circumstances and may very well be placing investors in harms way as a result of negligence, derived from perhaps not prudently researching what they are recommending. I believe there may be a possibility for future legal action in this very circumstance.
I also wish to say that as far as I know, no/little online documentation of the other directors credentials could be readily identified and ascertained by an online search, leaving the question of verification.
Independent oversight of management is a primary responsibility of the board and while true independence of thought and deed is difficult to assess, there are corporate governance practices with regard to board structure and management of conflicts of interest that are meant to promote independent oversight. Such practices include the selection of an independent chair to lead the board; structuring board pay practices to eliminate the potential for self-dealing, reducing risky decision-making, and ensuring the alignment of director interests with those of shareholders rather than the interests of management; and structuring separate independent key committees with defined mandates. Complete disclosure of all conflicts of interest and how they are managed is a critical indicator of independent oversight.
(2)
ISS recommends that shareholders vote the WHITE proxy FOR the St. Elias nominees
Vancouver, BC, December 17, 2012 St. Elias Mines Ltd announced today that ISS Proxy Advisory Services, a leading independent international corporate governance analysis and proxy advisory firm, has recommended that its clients vote the WHITE proxy for the St. Elias nominees for the Board of Directors at the Annual General and Special Meeting of Shareholders (the “Meeting”). The Meeting is scheduled for December 27, 2012.
ISS made its recommendation after considering the best interests of shareholders and after reviewing the issues advanced by St. Elias and by Gilby Len Hastman and Darcy Kim Hastman, who are attempting to seize control of the St. Elias Board. The recommendations of ISS are intended to assist shareholders in making voting choices regarding proxy voting decisions.
In recommending that its clients vote FOR the St. Elias nominees on the WHITE proxy, ISS stated, among other things, that:
- Shareholders are better off by retaining the existing board.
- The dissidents have not made a compelling case that a change in control of the board is necessary or preferable to the incumbent board’s oversight or strategic plan going forward.
- The dissidents have not submitted a detailed business plan and have not presented a convincing case for shareholders to support them.
“We appreciate ISS’ recommendation and advise shareholders to accept their advice and vote the WHITE proxy,” said Lori McClenahan, President and Chief Executive Officer of St. Elias. “Management’s nominees look forward to working to advance our exploration properties and to continue to strengthen our governance, communication and operational processes for the benefit of all shareholders.”
