CALGARY, Nov. 8, 2013 /CNW/ - Pason Systems Inc. (TSX: PSI) (the "Corporation") announces that its board of directors has adopted certain by-law amendments, including an advance notice requirement and a number of other housekeeping and modernization amendments. The Corporation also announces amendments to its Code of Conduct and Ethics driven by recent legislative amendments and the Corporation's new anti-corruption program.
The advance notice provision fixes a deadline by which shareholders must submit a notice of director nominations to the Corporation prior to any annual or special meeting of shareholders where directors are to be elected. The provision also sets forth the information that a shareholder must include in the notice for it to be valid. The provision facilitates an orderly and efficient meeting process and ensures that all shareholders receive adequate notice and information about all director nominees so they can cast an informed vote.
The modernization and housekeeping amendments to the Corporation's by-law include, among others, changes in the quorum requirements for a shareholder meeting from at least two persons present and holding or representing by proxy not less than 5% of the outstanding shares of the Corporation, to not less than 25%. It also amends the notice, delivery and meeting provisions of the by-law of the Corporation to allow for notice and permit the delivery of material to shareholders and meetings electronically or in any other manner permitted by law.
The by-law amendments are effective immediately. At the next meeting of shareholders, shareholders will be asked to confirm the amended and restated by-law.
Code of Conduct and Ethics Amendments
Having recently adopted an Anti-Corruption Policy, the Corporation has amended its Code of Conduct and Ethics to elevate it to the high standards set out in the anti-corruption program. Notably, the Code of Conduct and Ethics now prohibits commercial bribery in addition to bribery of government officials.
A copy of the amended and restated by-law, along with a copy of the amended Code of Conduct and Ethics have been filed and are available under the Corporation's profile at www.sedar.com.
Pason Systems Inc.
Pason Systems Inc. is a leading global provider of specialized data management systems for drilling rigs. Our solutions, which include data acquisition, wellsite reporting, remote communications, and web-based information management, enable collaboration between the rig and the office. Pason's common shares trade on the Toronto Stock Exchange under the symbol PSI.
SOURCE: Pason Systems Inc.
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