The majority of the current board of directors and management of Forbes & Manhattan Coal Corporation would like to raise several concerns over the proposed slate of Forbes Coal board nominees put forward by a group of dissident shareholders.
The current board also has serious concerns over the future of Forbes Coal should the company be under the governance of the proposed slate of the Dissident group. Senior management has not agreed to remain with the Company if the Dissident group is elected.
The Forbes Coal board is concerned that the two alternate nominees proposed by a group led by Resource Capital Funds have not had any experience serving on public company boards in Canada and as a result have little Canadian corporate governance experience.
The management of Forbes Coal has hitherto enjoyed the board's unanimous support, including that of Mr Ryan Bennett, the director representing RCF.
Mr Bennett also chairs the board's corporate governance committee, and has raised no governance concerns to date. In addition, until recently Mr Bennett has not objected to any decision taken by the board and in fact has indicated his full support for the current management's strategy.
The Dissidents' slate of board nominees would be influenced by one shareholder, RCF, while the management slate would result in a majority of independent directors protecting the interest of all shareholders.
The Forbes Coal board is of the view that the company will be better served with Mr Bernard Wilson, currently the chairman of the Founders Board of the Institute of Corporate Directors, as lead independent director of the company.
Furthermore, the Forbes Coal board believes that current management has done an excellent job meeting its production, sales and earnings targets and is concerned that the Dissident group's slate will disrupt management of the company, leading to a reduction in value for all shareholders.
Mr Theron CEO of Forbes Coal said that "I fully support the current board, management and our plan to move Forbes Coal forward. I have serious concerns about the way the Dissidents, led by RCF, have gone about proposing changes to the board. I fully intend to submit my BLUE proxy as a vote in favor of management's board nominees. I urge other Forbes Coal shareholders to do the same. Our objective has always been to maximize long term returns for the company and our shareholders."
Mr Theron said that "We are proud of what Forbes Coal has achieved since taking a majority stake in the Magdalena and Aviemore mines in South Africa in 2010. We have improved their performance by almost every measure, and have met all our key operational and financial targets. Regrettably, the Dissidents are now threatening to disrupt this progress. They have not put forward any alternative business plan for Forbes Coal beyond the one being implemented by the current board and management."
Source - Forbes Coal
(www.coalguru.com)
