Jaguar Calls for Barbara Stymiest and Roger Martin to Step Up and Cause a Dramatic Shift in Governance at RIM
JAGUAR CALLS FOR A SALE OF RIM IN WHOLE OR IN SEPARATE PARTS
TORONTO, Dec. 15, 2011 /CNW/ - Jaguar Financial Corporation ("Jaguar") (TSX: JFC), a shareholder of Research In Motion Limited ("RIM" or the "Company"), today repeats its calls for substantial corporate governance change and for a sale of RIM, whether as a whole or as separate parts.
Gar Emerson's Article on RIM's Corporate Governance
Jaguar again calls for the separation of the Chairman and CEO roles at RIM and points out that a process to carry out this separation was in place in 2007 and was never completed.
Jaguar refers to an article published by H. Garfield Emerson, a well-known governance advisor who currently sits on the Boards of Canadian Tire Corp. Ltd. and CAE Inc. The article, which can be found at www.governancecanada.com, notes the following from a report dated March 5, 2007 by a Special Committee of the RIM Board:
"Consistent with current best practices in corporate governance, the roles of Chairman and CEO are being separated. Mr. Balsillie has voluntarily stepped down from the role of Chairman to allow future consideration of a non-executive Chairman by the Nominating Committee."
On May 17, 2007 RIM made an announcement concerning a restatement of its financial statements which, as pointed out by Mr. Emerson, included disclosure by RIM that "the roles of Chairman and CEO have been separated." Further RIM announced that Mr. Jim Balsillie was resigning as Chairman "to allow future consideration of a non-executive Chairman by the Nominating Committee."
Contrary to these statements, over four years later, the roles of Chairman and CEO have yet to be separated.
The historical governance review by Mr. Emerson serves to underscore Jaguar's call for the RIM Board to complete its plan to separate the roles of Chairman and CEO which RIM's own Special Committee approved as a best practice in corporate governance.
Call for Barbara Stymiest and Roger Martin to Step Up
Jaguar calls upon Barbara Stymiest to draw upon her experience and cause significant change in corporate governance. Ms. Stymiest was former Chief Operating Officer and also former Group Head, Strategy, Treasury and Corporate Services at the Royal Bank of Canada, and previously President and CEO of the TSX Group Inc. Both of her former employers are seriously dedicated to implementing appropriate corporate governance practices. In fact Ms. Stymiest lists "Corporate Governance" as an area of expertise in the 2011 RIM Management Information Circular ("RIM Circular").
Ms. Stymiest joined the RIM Board in 2007 when there was no Chairman and remains on the Board despite the current lack of an independent Chairman contrary to the Company's 2007 plan.
Jaguar also calls upon Dean Roger Martin to persuade his co-directors that significant change is necessary. Mr. Martin is the Dean at the Rotman School of Management ("Rotman") at the University of Toronto and also joined the RIM Board in 2007 when there was no Chairman. Rotman prides itself as an educational leader in corporate governance, and Mr. Martin's brief biography on the Rotman website speaks to his expertise in Thinking, Business Design, Corporate Social Responsibility, and Country Competitiveness.
Jaguar assumes that both Ms. Stymiest and Mr. Martin, in their roles as directors, approved the unconvincing rationale for the Co-Chair appointments set out in the RIM Circular:
|The Co-Chair appointments "are intended to provide the Co-Chief Executive Officers with the title of Co-Chairs for the purpose of representing the Company's business and operational interest with customers, suppliers, governments, regulatory authorities and other strategic parties consistent with the duties and authority of the office of the Chief Executive Officer."|
Later in the RIM Circular the RIM directors state: the Co-Chair appointments provide the Co-CEOs "with an external facing title to further the Company's business interests in international markets."
It strains credibility to believe that a CEO requires the title of Chairman to sell RIM products but the RIM directors have apparently bought into this unconvincing rationale by approving the RIM Circular.
Jaguar believes that considering the experience Ms. Stymiest and Mr. Martin bring to RIM's Board of Directors, they should step up and take the lead in making dramatic governance change or else resign from the Board if they are unable or unwilling to initiate appropriate governance changes.
CALL FOR SALE OF RIM IN WHOLE OR IN PARTS
Given its poor operational and financial performance, RIM is trading at a significant discount to its peer group valuation. Jaguar believes that the most effective way for RIM to reduce this discount is through a change in strategic focus which is often preceded by a change in leadership. Given the unacceptable level of management dominance over the independent directors, and the lack of engagement by the independent directors with RIM's shareholders, Jaguar considers it highly unlikely that the Board will cause a change in leadership or a change in strategic focus, unless Ms. Stymiest and Mr. Martin push for dramatic change.
Vic Alboini, Chairman and CEO of Jaguar stated: "At this point we believe investors have lost faith in the ability of the RIM management team to carry out a proper game plan to restore value. Unless the independent directors push to replace management or change RIM's strategic focus, Jaguar believes that the road map to value restoration lies in a sale of RIM whether as a whole or in separate parts."
Jaguar believes that RIM should sell its handset business and monetize its patent portfolio, while retaining its service business under new leadership. Jaguar believes RIM has lost its ability to compete in the consumer hardware business and a sale or spinout to its shareholders of the handset business is recommended as an approach to restoring value.
Jaguar believes the service business is RIM's most valuable business given its recurring revenue and estimated high margins. If the hardware business were sold, RIM can focus on managing and delivering mobility solutions in the enterprise sector for all smartphones and tablets. With its secure messaging platform, Jaguar believes RIM could create considerable value as a software and service provider.
Jaguar is a Canadian merchant bank which invests in underperforming, undervalued or unappreciated companies and acts as a catalyst to create value. Jaguar's track record includes the following gross annualized gains: Century II Holdings Inc. (134%); HudBay Minerals Inc. (105%); Kinbauri Gold Corp. (113%); RAND A Technology Corporation (25%); and Virtek Vision International Inc. (46%).
The Toronto Stock Exchange does not accept responsibility for the adequacy or accuracy of this news release. This press release may contain forward-looking statements with respect to the Company, its operations, strategy, financial performance and condition. These statements generally can be identified by use of forward looking words such as "may", "will", "expect", "estimate", "anticipate", intends", "believe" or "continue" or the negative thereof or similar variations. The actual results and performance of the Company discussed herein could differ materially from those expressed or implied by such statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Important factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors, and competition. The cautionary statements qualify all forward-looking statements attributable to the Company and persons acting on their behalf. Unless otherwise stated, all forward-looking statements speak only as of the date of this press release and the Company has no obligation to update such statements.For further information:
Vic Alboini, Chairman & Chief Executive Officer
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Kyler Wells, General Counsel & Corporate Secretary