Formation Metals defines leadership- remuneration and lack of relevant background and experience of the candidates openly dissident

Formation Metals defines leadership- remuneration and lack of relevant background and experience of the candidates openly dissident

Formation Metals defines leadership- remuneration and lack of relevant background and experience of the candidates openly dissident

Vancouver, B.C. 18. June 2013 – Formation Metals Inc. (FCO-TSX) (Training) wants its shareholders today on important information about the candidate, Herrn Paul Carroll und Herrn David Christie, die vom Dissidentaktionär, Dundee Corporation, proposed, to inform. In particular formation would point to Mr. Carroll's background in the areas of corporate governance and remuneration as well as to Mr. Christie's lack of relevant experience with public companies. Formation are also the positive recommendation of the leading consulting company in the field of proxies, Institutional Shareholder Services (ISS), known.

Paul Carroll- Executive compensation?

The following information to Mr. Carroll's term as a member of the Board of Directors of Hollinger Inc. should be carefully considered by the shareholders.

2004 wurde Paul Carroll in das Board of Directors von Hollinger Inc. called and sat in October 2004 im Board, dismissed as the Court Conrad Black and other board members of their duties. Mr. Carroll and the remaining members granted in connection fees, among other things, the claim of Mr. Carroll to a payment of 600.000 $ included, should he resign from the Board for any reason. In the first five months of the year 2005 Mr. Carroll received for his seat on the board of directors a fee of 1.227.554 $ (including the payment of compensation 600.000 $). These benefits and compensation provoked in the media and among the shareholders criticism. In an article from the 10. March 2005 von Bloomberg Service, „Hollinger Inc. Directors get Paid More than Exxon’s“, wird Professor Dan Capscott der Rotman School of Business an der University of Toronto, Author of a book on the practices of corporate governance, quoted as follows: "It is extremely unusual, that members of a board of directors such high hourly rates calculated. "

Finally, a shareholder filed a lawsuit, which led to the agreement, that the members of the Board of Directors (including Mr. Carroll) were removed from office and appointed new members. This agreement included exemptions for the outgoing members and a transfer of the court to ratify the arrangements. After the newly constituted Board of Directors was appointed and reviewed the remuneration of the previous board had, prompted the new board Hollinger, to make an application to amend the conditions of transfer, so that it could appeal the severance payment to Mr. Carroll, as well as other aspects of his remuneration. The court allowed the Klagsache to [Catalyst Fund General Partner I Inc. in. Hollinger Inc., 2005 CanLII 20810 (ON SC)]. Given the seriousness of the charges against the former board members allegations, the court denied, continue to assume good faith behavior, Mr Carroll refused and the preservation of its compensation method costs, before the court, the full facts have been put forward in a consultation. The matter was resolved without further court order.

In contrast, the total compensation of all executives is based on the formation of public information available on the last part of the total compensation, by the company, which we use as a benchmark, is paid. In addition, the remuneration fell, which was paid to our named executives, In fiscal year, on the 28. February 2013 ended, compared with the previous fiscal year both in terms of the total compensation as well as the salaries. In contrast to Mr. Carroll's unusual severance payment corresponding to the severance payments, the formation of the executives under certain circumstances (this does not include any changes, arising from the rescission of Dundee's two seats on the Board) entitled, the industry standards. Dundee's allegations, that executive compensation is inappropriate at formation and also increased, are simply wrong.

Paul Carroll- Management?

Dundee sagt, that are "committed to compliance with the appropriate corporate governance practices" its candidates, and has repeatedly expressed its opinion with regard to alleged violations of law by formation. Then let us take a quick look, what did the Supreme Court of Nova Scotia to say about Mr. Carroll's interpretation of the law.

In the 1980s, Mr. Carroll served as General Counsel and then as a member of the Board of Directors of Novia Scotia Savings and Loan Co., a financial institution based in Halifax. In a court order in connection with a planned hostile takeover of Novia Scotia Savings and Loan Co. remarked the Supreme Court of Novia Scotia to Mr. Carroll following legal opinion in this regard,, whether a particular board member for regulatory purposes as a company could be considered connected:

"Although Carroll tried this opinion to withdraw during the process, I am of the view, that this attempt of convenience rather than due to a genuine change of mind was. …

On this point tried Carroll, his comments on the connection to a specific company, which he 1982 Unacknowledged in relation to the shares of Avon Foods and HDHL, streamline. This was the time, at the Carroll to a question on apparent contradictions in his legal opinion with the now (at least in connection with this process) berühmten Aussage „Sometimes you suck and sometimes you whistle“ antwortete. …

Carroll further rationalization of this apparent contradiction does not stand up to scrutiny. I will discuss in some detail here and Carroll considers his participation in this meeting, I am of the opinion, for the direction that he, who have taken the board members at the meeting, is largely responsible. I have carefully thought about and have come to the conclusion, that Carroll's attitude as counsel of NSS&L followed the following motto: "You sagst mir, where you want to go, and I will create a legal opinion, to support you. "I suppose, that this is just another way, zu sagen „Sometimes you suck and sometimes you whistle“.“ [Added underscore]

[Exco Corporation Limited et al. in. Nova Scotia Savings & Loan Co. et al 1987 CanLII 135 (NS SC)]

In the same decision, the Court declared the appointment of Mr. Carroll and two other board members annulled.

The fact is, that none of the allegations Dundee, formation that had violated laws, is true. Dundee's recent assertion is, that formation Dundee "disabled" has, since it is the NOBO list of shareholders (Non Objecting Beneficial Owners) has not provided, until it was faced with a lawsuit filing. What Dundee but conceals, is, formation that had presented the NOBO list well before the end of the statutory period voluntarily and this, although Dundee's request was based on an invalid project, did not meet the requirements of applicable securities laws.

David Christie- Relevant experience?

After extensive research could not confirm formation, that the Dissidentkandidat David Christie has any experience as a board member or employee of a corporation. In his role as an analyst Mr. Christie's areas of expertise included gold, Diamonds or precious metals, However, cobalt is not.

This is not the time or the market environment, to allow a novice, to try a member of a board of directors, particular, if such an experiment would be done at the expense of an experienced and proven member. It requires experience, to act as a member of the board of directors of a corporation; Experience, the Mr. Christie has not.

"The current board has endorsed the formation of companies 100 % prescribed,"Soft Mari-Ann Green, CEO von Training. "We have always acted in the best interests of all shareholders and will continue to do this. We know, that we are on the right track. In contrast, it is obvious, Dissidentkandidaten that are not suitable for our board. "

Following Dundee's proposal for the election of Mr. Carroll and Mr. Christie to the Board of Directors of ISS has issued a second report, in which it his support of the formation of management candidates, Mari-Ann Green and Scott Bending, repeatedly pronounce. As 13. June 2013 was announced, Recomm ISS shareholders, Vote FOR the re-election of the current members of the board. ISS recently reaffirmed its support on 17. June 2013 and reported: "The dissidents [Dundee] have produced no convincing arguments for, that a change in the composition of the board is justified at this time. The support of the candidate list of management by shareholders is therefore still useful. "

We ask shareholders to observe formation:

Shareholders are encouraged, before the deadline on Wednesday, the 19. June 2013 at 10:00 Clock (Pacific Time) vote using the WHITE proxy form. Regardless, how many shares you own, It is imperative, that you submit your WHITE proxy form, formation may thus maintained its course.

Please discard any BLUE proxy voting forms, könten you get from Dundee.

If you have questions or need assistance in voting instructions to their proxies, please, call +1-416-867-2271 (Collect calls are accepted) an Kingsdale Shareholder Services Inc. oder per E-Mail an

"Mari-Ann Green"
Mari-Ann Green

For more information, contact:

E.R. (Rick) Honsinger, P.Geo., V.P. Corporate Communications
Formation Metals Inc., 1730 — 999 West Hastings Street, Vancouver, BC, V6C 2W2
Such: +1-604-682-6229 – Email: — Web:

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