Genesis Worldwide Inc. voluntarily provides additional disclosure with respect to the independence of Bradley Baker

MISSISSAUGA, ON, Sept. 19, 2011 /CNW/ - Genesis Worldwide Inc. ("Genesis" or the "Company"), (NEX: GWI.H), announced today that, as a result of concerns expressed to it with respect to the "independence" for the purposes of National Instrument 52-110 - Audit Committees ("NI 52-110") of Bradley Baker, a director and insider of the Company, it is issuing this press release elaborating on how the directors of the Company made their determination that Mr. Baker is "independent" as defined in NI 52-110.  The board of directors of the Company has previously made a considered and good faith determination that Mr. Baker is independent and that the Company's existing disclosure with respect to same is entirely appropriate.

Pursuant to NI 52-110, a director is independent if he or she has no direct or indirect "material relationship" with the issuer. Generally speaking, a "material relationship" as defined in NI 52-110 is a relationship which could, in the view of the issuer's board of directors, be reasonably expected to interfere with the exercise of the director's independent judgment. In making their determination that Mr. Baker is "independent", the directors carefully considered all of Mr. Baker's relationships with Genesis, including the fact that he exercises control or direction over approximately 23.9% of the outstanding shares of the Company and served as Chairman of the Board of the Company from June 29, 2009 until he resigned from that position on June 30, 2010.

When Mr. Baker first became a director of the Company on February 23, 2009, he exercised control or direction over significantly less than 10% of the outstanding shares of the Company and the largest percentage of shares of the Company over which he exercised control or direction was 33.3% in October 2010.  His holdings decreased to their current percentage in February 2011 when the Company completed a private placement. Having regard to all relevant facts and circumstances with respect to the relationship between Mr. Baker, Codding Enterprises L.P. ("Codding"), the entity which is the registered and beneficial owner of most of the shares of the Company which Mr. Baker exercises control or direction over by virtue of his being the Chairman, President and Chief Executive Officer thereof, and the Company, and in light of the holdings of a number of other large shareholders, the board of directors is of the view that Mr. Baker does not control, and has never controlled, Genesis as he does not have, and has never had, the power to direct or cause the direction of the management and policies of the Company. In addition, Mr. Baker is only one of four directors of the Company and, therefore, does not have a controlling vote on the board of directors.

While Mr. Baker served as the Chairman of the Board of Genesis from June 29, 2009 until he resigned from that position on June 30, 2010, he did so on a part-time basis, devoting less than 10% of his time to the affairs of the Company throughout his tenure as Chairman, and he only received nominal consideration for doing so. Furthermore, while Codding had a number of contractual relationships with the Company, including a consulting contract pursuant to which it provided consulting services to the Company, a joint venture agreement with Codding Steel Frame Technologies, an affiliate of Codding, and a master license agreement with Genesis Steel Frame Solutions L.P., both of which were entered into in an effort to enhance the worldwide adoption of the Genesis Solution and increase the revenues of Genesis, and a loan agreement with the Company which it acquired from a large non-bank Canadian institutional lender, the directors do not consider that these relationships could be reasonably expected to interfere with the exercise of Mr. Baker's independent judgment, particularly in light of the fact that in respect of all matters involving the relationship between Codding and Genesis, Mr. Baker declared a conflict of interest, absented himself from the deliberations of the directors in respect thereof and refrained from voting thereon, in compliance with applicable corporate law.

Sections 1.4 and 1.5 of NI 52-110 set out certain circumstances in which Mr. Baker will be deemed to have a "material relationship" with the Company notwithstanding the considered and good faith determination by the directors of the Company that there does not exist a relationship which could, in the view of the issuer's board of directors, be reasonably expected to interfere with the exercise of Mr. Baker's independent judgment. The board of directors of Genesis has carefully considered the provisions of sections 1.4 and 1.5 of NI 52-110 and determined that none of the circumstances which would result in Mr. Baker being deemed to have a "material relationship" with Genesis apply. In particular, while subsection 1.4(3) of NI 52-110 provides that an individual who has been an executive officer of an issuer within the last three years is considered to have a "material relationship" and Mr. Baker was an executive officer of the Company until June 30, 2010 by virtue of being Chairman of the Company, he performed his duties as Chairman on a part-time basis, devoting less than 10% of his time to the affairs of the Company throughout his tenure as Chairman and subsection 1.4(7) of NI 52-110 states that, despite subsection 1.4(3), an individual will not be considered to have a material relationship solely because he acts, or previously acted, as chair of the board of directors on a part-time basis.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Genesis Worldwide Inc.

For further information:

Genesis Worldwide Inc.
Richard Pope
Chief Executive Officer
Tel: (707) 478-6250

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Genesis Worldwide Inc.

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