- Continued shareholder pressure leads to more "window dressing initiatives"
- Board has not addressed fundamental issues of nepotism, preference and independence
- Purported "criteria for board appointment" not found in Baja governance documents
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 sorely lacking.
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 independent.
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.
For further information:
Karen Chodzicki, Kingsdale Communications Inc.