Leading Independent Proxy Adviser ISS Recommends International PBX Shareholders Support Concerned Shareholder Nominees
Shareholders Urged to Vote BLUE Proxy Without Delay
TORONTO, Oct. 20, 2012 /CNW/ - Institutional Investor Services (ISS), a leading independent proxy advisory firm, has recommended that shareholders of International PBX Ventures Ltd. support the slate of director nominees put forward by Mr. Terry Lynch, a director, former President and a current shareholder of International PBX.
The ISS report notes: "In light of our serious concerns with the deficiencies in the board's governance structure - such as the board's lack of independence and the lack of any independent directors on the company's Audit Committee -- as well as the company's operating and share price underperformance, the dissident has made a compelling case that change is needed at the board level, and that shareholders would benefit from independent oversight of the company's strategy."
Shareholders are urged to vote only their BLUE proxy in support of Mr. Lynch's nominees ahead of the voting deadline of 5:00 pm (Vancouver time) on Monday, October 22, 2012.
The ISS report makes the following points, among others:
International PBX's current board "has substantial structural issues
that raise serious concerns about the board's ability to maintain
Only one-third of the current board members are independent.
The board does not have a compensation or nominating committee.
The audit committee is composed entirely of non-independent directors.
The company paid an "excessive amount" of non-audit fees to its auditors
last year, "which may lessen an auditor's ability to provide a credible
audit". (ISS recommends that shareholders vote against re-appointing
the company's current auditors.)
Both the company's one-year and five-year total shareholder returns have
significantly under-performed the S&P/TSX materials index. ISS notes
that "the recent consist(ent) decline in the share price might be
partly due to, as the dissident has pointed out, frequent dilutive
financing programs implemented by current management."
- International PBX has not generated positive cash flows from operations over the past decade. According to ISS, "the company's continued need to raise additional rounds of financing as well as the recent operational setbacks noted by the dissidents emphasize the critical need for independent board oversight going forward."
Welcoming ISS's recommendation, Mr Lynch said: "This report is a compelling indictment of the current management and board. It is clearly time for change at International PBX."
He added: "With the newly constituted, stronger board in place, I am confident that we can stop the rapid erosion in shareholder value and restore meaningful returns to investors."
Attention International PBX shareholders:
Mr. Lynch's letter to shareholders, dated October 16, 2012, can be found
The concerned shareholder group's full circular is available at www.sedar.com.
Vote only your BLUE proxy ahead of the voting deadline of
5:00 pm (Vancouver time) Monday, October 22, 2012
If you need help with your vote, contact Kingsdale Shareholder Services Inc. at 1-866-228-3049 toll-free in North America, or 1-416-867-2272 outside North America (collect calls accepted), or by e-mail at firstname.lastname@example.org.
PROTECT YOUR INVESTMENT - VOTE YOUR BLUE PROXY TODAY
SOURCE: Concerned Shareholder of International PBX Ventures Ltd.For further information:
Vice-President, Kingsdale Communications Inc.
Phone: 416 867 2304