MONTREAL, Feb. 23, 2012 /CNW Telbec/ - Transat A.T. Inc., one of the
largest integrated tourism companies in the world and Canada's holiday
travel leader, announces changes to its Board governance structure. In
its ongoing desire to embody evolving corporate governance best
practices, and taking into account shareholder input, Transat Board of
Directors adopted a policy amending its Board governance structure to
provide for the appointment of a single Lead Director to be elected
among the independent directors after the next annual and special
meeting of shareholders to be held on March 15, 2012. The previous
governance structure provided for the appointment of three Lead
The Lead Director, to be designated each year, will be responsible,
among other things, to set the agenda of the Board meetings in
conjunction with the Chairman and President and Chief Executive
Officer. This Lead Director, if and when appropriate, will have the
power to call, set the agenda for and chair meetings of the independent
directors and chair in-camera sessions of the Board without management
so as to give the directors an opportunity to fully and frankly discuss
issues and provide feedback and direction to management. The by-laws of
Transat will be amended accordingly and the resolution initially
submitted with respect to the Corporation's By-Laws in the Corporation
Notice of Meeting and Management Proxy Circular in respect of the March
2012 Annual and Special Meeting of Shareholders (the "Circular") will
not be presented at the meeting.
Transat also confirms that certain other changes will be made to its
by-laws to provide, amongst other things, that the required quorum for
shareholders meetings will be of at least two shareholders holding a
minimum of twenty-five percent (25%) of the outstanding shares instead
of fifteen percent (15%) as presently set. Furthermore, no director
shall have a casting vote in case of a tie vote at a Board meeting.
Finally, Transat undertook to amend certain provisions of the Share
Purchase Plan for the benefit of all employees to provide that no
increase in the discount percentage or amendment to the employer
contribution will be made without the prior approval of shareholders.
For the reasons described in the Circular and considering the above
proposed changes, Transat reiterates its recommendation to its
shareholders to vote against the Montrusco Bolton Investments proposal
to separate the position of Chair of the Board from the position of
Chief Executive Officer.
Transat A.T. Inc. is an integrated international tour operator with more
than 60 destination countries and that distributes products in over 50
countries. A holiday travel specialist, Transat operates mainly in
Canada and Europe, as well as in the Caribbean, Mexico and the
Mediterranean Basin. Montreal-based Transat is also active in air
transportation, accommodation, destination services and distribution.
(TSX: TRZ.B, TRZ.A)
SOURCE TRANSAT A.T. INC.
For further information:
Transat A.T. Inc. (www.transat.com)
514 987-1616, ext. 4662