Baja Mining Responds to Shareholder Pressure with "Window-Dressing" Governance Initiatives
VANCOUVER, Jan. 9, 2012 /CNW/ - The largest shareholder of Baja Mining Corp. ("Baja" or the "Company") (TSX:BAJ) rejected as "window dressing" the corporate governance initiatives announced by Baja CEO John Greenslade on January 3, 2012. The announcement by Mr. Greenslade was in response to a requisition for a shareholders' meeting made by 19.9% shareholder Mount Kellett Capital Management LP ("Mount Kellett") on December 19, 2011.
The Mount Kellett requisition calls for the addition of two new independent directors, a reduction in the size of the board, an amendment to the stock option plan to make it compliant with Institutional Shareholder Services (ISS) recommendations and a series of initiatives to address specific corporate governance concerns. These concerns include a prevailing culture of nepotism and preference at the Company and a lack of independence in critical decision-making at the Board level.
Mount Kellett Statement:
"While it is commendable that in response to our shareholder requisition, the Board of Baja has advanced limited corporate governance changes, the Company continues to have a stock option plan which is not compliant with ISS and the Board has yet to address a prevailing culture of nepotism and preference. Based on the Company's track record of ignoring or circumventing its own governance policies, shareholders have no assurance that the Board will match their words with actions. Indeed, the Board has already undermined its newly adopted policy on nepotism by apparently reaffirming the appointment of the Corporate Secretary of the Company. While we remain optimistic about the future of the Company, we believe that the current culture of poor governance must come to an end in order for the Company to achieve its full potential - we believe that this change can only be accomplished by altering the board composition."
In addition to proposing governance changes, Mount Kellett has nominated two independent directors to the board: Lorie Waisberg, a Canadian nationally recognized director with mining, governance and legal experience and Stephen Lehner, a Mount Kellett Managing Director who brings 18 years of business, finance and investing experience and, most importantly, an owner mentality to the board of directors. Mount Kellett believes that the addition of these two directors will provide much needed independence in critical decision making.
Mount Kellett expects the requisitioned meeting to be called expeditiously. Detailed information on the nominees of Mount Kellett and the purpose and history leading up to the requisition will be provided in Mount Kellett's information circular, which will be mailed to shareholders prior to the requisitioned meeting and filed on SEDAR.
About Mount Kellett Capital Management LP
Mount Kellett is a multi-strategy private investment firm focused on
global value, special situations and opportunistic investing. The firm
has approximately 100 employees with offices in New York, Hong Kong,
London, and Mumbai. The firm currently has in excess of $6 billion in
assets under management.
Karen Chodzicki, Kingsdale Communications Inc.