BUILDS UPON PRIOR INITIATIVES TO EVOLVE ITS CORPORATE GOVERNANCE
AURORA, ON, Jan. 24, 2012 /CNW/ - Magna International Inc. (TSX: MG, NYSE: MGA) today announced that its Board has adopted a number of further
corporate governance enhancements as part of the evolution of its
corporate governance practices.
"The changes adopted today underscore that the Board continues to be
responsive to, and is fully aligned with, shareholder interests," said
Magna Chairman Michael Harris. "Since the completion of the plan of
arrangement in August 2010, the Board has implemented a number of
enhancements to its corporate governance practices while continuing to
emphasize the key operating principles and Corporate Constitution that
have been the cornerstone of Magna's historical success. During this
same time, the Board has also approved several increases to Magna's
dividend, bought back shares under a share buy-back program and
overseen a number of acquisitions, while continuing to emphasize the
strong financial discipline that has enabled Magna to have one of the
strongest balance sheets in the industry. We believe that the Board's
record demonstrates its continued commitment to building long-term
The shareholder-friendly enhancements adopted by the Board today
Commencing with Magna's 2012 annual meeting, shareholders will vote on
an advisory resolution relating to the company's approach to executive
Magna's existing majority voting policy has been amended to clarify that
a resignation delivered by a director who receives more "Withhold"
votes than "For" votes, will be accepted unless there are extraordinary
circumstances that would justify rejecting the resignation. After
receiving the recommendation of the Nominating Committee, the
independent directors of the Board who secure a majority of "For" votes
will accept or reject a resignation no more than 90 days after the
meeting at which the director election occurred. The decision made by
the independent directors will be publicly disclosed by press release
and reasons will be provided if a resignation under the policy is
Director Stock Options Eliminated:
Compensation for Magna's independent directors will not include any new
grants of stock options. No stock options have been granted to
independent directors since May 2010.
Disclosure of Detailed Voting Results:
While Magna previously announced that disclosure will be made of
detailed voting results relating to each shareholder meeting beginning
with our 2012 annual meeting, the Board approved a formal policy
confirming that Magna will publicly disclose the number and percentage
of votes cast on every matter at each shareholders' meeting.
In connection with the ongoing process of Board renewal, Russell
Reynolds Associates has been engaged to assist in the search for
additional independent directors who will be nominated for election at
Magna's 2012 annual meeting. The current search prioritizes candidates
with strong financial, automotive, global business and/or corporate
governance expertise. Through the current search, the Board seeks to
build upon the process of orderly board renewal following the
retirement from the Board of three directors in 2010/2011 and the
election of two new independent directors in May 2011. Additionally,
for 2012, the independent directors (collectively) will oversee the
director search and nominating functions.
The Board adopted a formal director education policy to help ensure that
Magna's directors are provided with ongoing education relating to the
company's business and industry, as well as various other topics such
as corporate governance, risk management and executive compensation.
In order to enhance the effectiveness of the Board's self-evaluation,
recognized corporate governance expert Carol Hansell of Davies Ward
Phillips & Vineberg will facilitate the evaluation process of the Board
and directors in respect of 2011.
The enhancements described above are reflected in a revised Board
Charter, which can be found on Magna's website under "Corporate
We are the most diversified automotive supplier in the world. We design,
develop and manufacture automotive systems, assemblies, modules and
components, and engineer and assemble complete vehicles, primarily for
sale to original equipment manufacturers of cars and light trucks. Our
capabilities include the design, engineering, testing and manufacture
of automotive interior systems; seating systems; closure systems; body
and chassis systems; vision systems; electronic systems; exterior
systems; powertrain systems; roof systems; hybrid and electric
vehicles/systems; as well as complete vehicle engineering and assembly.
Magna has over 107,000 employees in 286 manufacturing operations and 88
product development, engineering and sales centres in 25 countries.
FORWARD LOOKING STATEMENTS
THIS RELEASE MAY CONTAIN STATEMENTS WHICH CONSTITUTE "FORWARD-LOOKING
STATEMENTS" UNDER APPLICABLE SECURITIES LEGISLATION AND ARE SUBJECT TO,
AND EXPRESSLY QUALIFIED BY, THE CAUTIONARY DISCLAIMERS THAT ARE SET OUT
IN MAGNA'S REGULATORY FILINGS. PLEASE REFER TO MAGNA'S MOST CURRENT
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL POSITION, ANNUAL INFORMATION FORM AND ANNUAL REPORT ON FORM
40-F, AS REPLACED OR UPDATED BY ANY OF MAGNA'S SUBSEQUENT REGULATORY
FILINGS, WHICH SET OUT THE CAUTIONARY DISCLAIMERS, INCLUDING THE RISK
FACTORS THAT COULD CAUSE ACTUAL EVENTS TO DIFFER MATERIALLY FROM THOSE
INDICATED BY SUCH FORWARD-LOOKING STATEMENTS. THESE DOCUMENTS ARE
AVAILABLE FOR REVIEW ON MAGNA'S WEBSITE AT WWW.MAGNA.COM.
SOURCE Magna International Inc.
For further information:
Vince Galifi, Executive Vice-President and Chief Financial Officer at 905-726-7100