NR - and link to Toronto Star article
Unique Broadband Systems responds to article in today's Toronto Star and outlines Corporate Governance Position
CONCORD, ON, Nov. 10 /CNW/ - Today's edition of The Toronto Star included
an article about UBS' annual meeting of shareholders, which occurred
yesterday. The article expressed a concern relating to the tax shelter
established by Alex Dolgonos, the President and CEO of UBS. Specifically,
shareholders are worried that the tax shelter may not have to disclose future
sales, making it harder to follow trading by insiders. The trust established
by Mr. Dolgonos is considered an insider and, accordingly, is required under
securities laws to file insider trading reports with respect to any trades,
including acquisitions and dispositions of UBS stock. The sole beneficiary
under this trust is Mr. Dolgonos' wife, Tina Livchits. Therefore, the public
will be notified whenever the trust trades in UBS stock. As stated at
yesterday's meeting, the trust was established for personal estate planning
reasons and not to avoid disclosure to the public of any trading.
With respect to the transfer of 5 million shares by the trust in August,
the trust established by Mr. Dolgonos still maintains in excess of 19 million
UBS shares. Any future disposition of these shares is reportable. As for the 5
million shares, they were transferred by the trust established by Mr. Dolgonos
to a trust established by his father. Under the trust established by his
father, the sole beneficiary is Mr. Dolgonos' mother. This latter trust was
also established for estate planning reasons. The 5 million shares transferred
in August were transferred from one family trust to the other. Although this
was reported in an insider report as a sale, there was no money transferred.
The trust established by Mr. Dolgonos' father merely gave a promissory note to
the trust established by Mr. Dolgonos for the purchase price. The price was
calculated using the closing stock price on the day preceding the transfer,
which was $4.05 per share back in August.
At yesterday's meeting, shareholders approved a new board of directors
consisting of 7 directors, 5 of whom are independent of management. Based on
leading edge corporate governance guidelines provided earlier by a well-known
consultant, the new board and its committees will be at the forefront in terms
of public company compliance with corporate governance guidelines recommended
by securities commissions and stock exchanges in Canada. At the first meeting
of directors, which was held immediately following the shareholders' meeting
yesterday, the board formed 3 committees of directors, being the Audit,
Nominating and Corporate Governance and Compensation and Human Resources. Each
of the Audit and Compensation committees comprises 3 independent outside
directors. The Nominating and Corporate Governance committee consists of 3
independent outside directors, plus Stephen Rosen, the CFO of UBS.
"This significant restructuring of the board and its committees evidences
that true desire of UBS and its management to promote good corporate
governance practices," said Mr. Rosen. "Management has ceded a great deal of
control to this truly independent board. Prior to February of this year, the 3
new board members were unknown to UBS management. We have more than paid lip
service to these guidelines by adopting them wholeheartedly. Based on certain
comments from both our shareholders and our new board, it is clear that what
is needed from UBS and its management is more transparency in the affairs of
senior management and the company."
ENDS [nCNW3333]
link to the Toronto Star article:
stockhouse.ca |
