- New Board Member, Wesley J. Hall, appointed to break gridlock
- AGM confirmed for June 29, 2010
- Special Committee existence, composition, mandate and actions
- Corporate Governance Committee continues interviews for a full slate
of independent directors
CALGARY, May 25 /CNW/ - (TSX:GDC) - On Thursday, May 20, 2010, a meeting of the board of directors of Genesis Land Development Corp. ("Genesis") was adjourned to Saturday, May 22, 2010, as a result of a lack quorum due to directors Gobi Singh and Akhil Manro not attending. Messrs. Singh and Manro did not attend the adjourned meeting, where the board of directors took decisive actions to ensure the implementation of the Corporate Governance Committee's recommendation for an independent board to be presented to shareholders at the upcoming annual general meeting of Genesis. In this regard, the board of directors is pleased to announce the following:
- Mr. Wesley J. Hall was appointed as a member of the board of
directors of Genesis. Mr. Hall is the president and CEO of Kingsdale
Shareholder Services Inc., was a founding board member of the
Canadian Society of Corporate Secretaries (CSCS) and was the CSCS'
longest serving President. Mr. Hall is an Ernst & Young Entrepreneur
Of The Year 2009 award recipient in Ontario. The board hopes that
this appointment will break the current gridlock on the board of
directors and help ensure that an independent board is put before
- The Annual General Meeting has been confirmed for June 29, 2010. The
board of directors has instructed its counsel to immediately prepare
a management information circular and to disseminate to shareholders
as soon as the independent slate of directors is approved by the
- Contrary to the press release of management late on Friday evening,
the Special Committee's existence has never been in doubt by the
independent directors. A simple review of the 2009 Management
Information Circular, approved by all directors including Messrs.
Singh and Manro, provides ample evidence. Nonetheless, the board of
directors affirmed the existence, composition, mandate and actions of
the Special Committee.
Finally, the board is pleased to let you know that the Corporate Governance Committee has been interviewing highly qualified independent candidates for the slate of directors it intends to propose to the Board of Directors. With the appointment of a fifth director, the independent directors can at least be sure that a gridlock on the board will not occur.
This impasse with Mr. Gobi Singh is very disappointing to Messrs. Reed, Ferrel and Hall. This past Thursday, the Chairman of the board offered Mr. Singh a guarantee of his board seat and that the two independent directors spearheading this effort, Messrs. Reed and Ferrel, would transition off the board once an independent board was in place. This proposal was intended to send a clear message that no alternative agenda exists. To be clear, the independent board members (who came in after the entire board of directors resigned in 2009) have absolutely nothing to gain from this effort other than ensuring that they are undertaking their fiduciary duties, prior to their departure, to the best of their capabilities. Their efforts have been met by intimidating letters from Mr. Singh's lawyers, assertions that the Special Committee does not exist and now assertions that the board's independent and legitimate actions are somehow unauthorized. The independent board members would like to thank shareholders who have expressed their support for this effort during this difficult time.
About Genesis Land Development Corp.:
Genesis Land Development Corp. is a Calgary based land development company with an estimated inventory of more than 28,000 future residential building sites (single-family and multi-family) and over 1,000 acres of commercial/ industrial lands in Western Canada, of which more than an estimated 14,000 residential lots and over 530 acres of commercial/industrial lands are in the Calgary and Edmonton metropolitan areas. The board of directors is composed of Mr. Keith Ferrel, Mr. Kevin Reed, Mr. Wesley J. Hall, Mr. Gobi Singh and Mr. Akhil Manro.
SOURCE Genesis Land Development Corp.
For further information: For further information: Mr. Kevin Reed, Chairman of the Board of Directors, Phone: (403) 991-1455, Email: firstname.lastname@example.org