- Continued shareholder pressure leads to more "window dressing
- Board has not addressed fundamental issues of nepotism, preference and
- Purported "criteria for board appointment" not found in Baja governance
VANCOUVER, Jan. 13, 2012 /CNW/ - The largest shareholder of Baja Mining
Corp. ("Baja" or the "Company") today characterized the latest
window-dressing initiatives of Baja as fundamentally missing the pulse
of shareholders, who are asking: "Who is watching our investment?"
The Mount Kellett requisition calls for the addition of two new
independent directors, a reduction in the size of the board and a
series of initiatives to address 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.
Mount Kellett Statement:
"While it has taken a requistion, several Form 13D filings, significant
resources of Mount Kellett and three press releases of the Company, we
are pleased that the board has finally heard shareholders on making the
stock option plan ISS compliant. Unfortunately, the board has still not
addressed fundamental issues of nepotism, preference and
independence. Nor has the board addressed the reduction in its size
needed to increase overall independence. As the Baja board has
determined to incrementally announce shareholder-driven changes, we are
happy to help them get passed the finish line. Here is what needs to be
done: (1) stop the nepotism - this is self explanatory; and (2)
increase independent representation on the board by reducing its size
and adding Mr. Lorie Waisberg and Mr. Stephen Lehner, who will also
bring an "owner-driven" mentality to the board that we believe has been
The board has also, embarrassingly, taken the position that it has its
own special "criteria for board appointment" that self-servingly
excludes major shareholder representation. Apart from the fact that
such a policy is not disclosed in Baja's governance documents and that
Mr. Stephen Lehner would unequivocally be considered independent for
corporate and securities law purposes in Canada and the United States,
there are dozens of examples of significant Canadian and US issuers
with "owner-driven" directors on their boards who are considered
Why is the Company continuing to "window dress"? Why is the Company not
addressing the fundamental issues? Why is the Company spending time
gaming such simple issues?
Shareholders are asking: "Who is watching our investment?"
Detailed information on the nominees of Mount Kellett, additional
governance concerns 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.
SOURCE Mount Kellett Capital Management LP
For further information:
Karen Chodzicki, Kingsdale Communications Inc.