AURORA, ON, Jan. 24, 2012/PRNewswire/ - Magna International Inc. (TSX: MG, NYSE: MGA) today announced that its Board has adopted a number of further corporate governance enhancements as part of the evolution of its corporate governance practices.
"The changes adopted today underscore that the Board continues to be responsive to, and is fully aligned with, shareholder interests," said Magna Chairman Michael Harris. "Since the completion of the plan of arrangement in August 2010, the Board has implemented a number of enhancements to its corporate governance practices while continuing to emphasize the key operating principles and Corporate Constitution that have been the cornerstone of Magna's historical success. During this same time, the Board has also approved several increases to Magna's dividend, bought back shares under a share buy-back program and overseen a number of acquisitions, while continuing to emphasize the strong financial discipline that has enabled Magna to have one of the strongest balance sheets in the industry. We believe that the Board's record demonstrates its continued commitment to building long-term shareholder value."
The shareholder-friendly enhancements adopted by the Board today include:
| Commencing with Magna's 2012 annual meeting,
shareholders will vote on an advisory resolution
relating to the company's approach to executive
compensation. | ||
| Magna's existing majority voting policy has
been amended to clarify that a resignation delivered by
a director who receives more "Withhold" votes
than "For" votes, will be accepted unless
there are extraordinary circumstances that would
justify rejecting the resignation. After receiving the
recommendation of the Nominating Committee, the
independent directors of the Board who secure a
majority of "For" votes will accept or reject
a resignation no more than 90 days after the meeting at
which the director election occurred. The decision made
by the independent directors will be publicly disclosed
by press release and reasons will be provided if a
resignation under the policy is rejected.
| ||
| Compensation for Magna's independent
directors will not include any new grants of stock
options. No stock options have been granted to
independent directors since May 2010. | ||
| While Magna previously announced that disclosure
will be made of detailed voting results relating to
each shareholder meeting beginning with our 2012 annual
meeting, the Board approved a formal policy confirming
that Magna will publicly disclose the number and
percentage of votes cast on every matter at each
shareholders' meeting. | ||
| In connection with the ongoing process of Board
renewal, Russell Reynolds Associates has been engaged
to assist in the search for additional independent
directors who will be nominated for election at
Magna's 2012 annual meeting. The current search
prioritizes candidates with strong financial,
automotive, global business and/or corporate governance
expertise. Through the current search, the Board seeks
to build upon the process of orderly board renewal
following the retirement from the Board of three
directors in 2010/2011 and the election of two new
independent directors in May 2011. Additionally, for
2012, the independent directors (collectively) will
oversee the director search and nominating
functions. | ||
| The Board adopted a formal director education
policy to help ensure that Magna's directors are
provided with ongoing education relating to the
company's business and industry, as well as various
other topics such as corporate governance, risk
management and executive compensation. | ||
| In order to enhance the effectiveness of the
Board's self-evaluation, recognized corporate
governance expert Carol Hansell of Davies Ward Phillips
& Vineberg will facilitate the evaluation process of
the Board and directors in respect of 2011. |
The enhancements described above are reflected in a revised Board Charter, which can be found on Magna's website under "Corporate Governance".
ABOUT MAGNA
We are the most diversified automotive supplier in the world. We design, develop and manufacture automotive systems, assemblies, modules and components, and engineer and assemble complete vehicles, primarily for sale to original equipment manufacturers of cars and light trucks. Our capabilities include the design, engineering, testing and manufacture of automotive interior systems; seating systems; closure systems; body and chassis systems; vision systems; electronic systems; exterior systems; powertrain systems; roof systems; hybrid and electric vehicles/systems; as well as complete vehicle engineering and assembly.
Magna has over 107,000 employees in 286 manufacturing operations and 88 product development, engineering and sales centres in 25 countries.
FORWARD LOOKING STATEMENTS
THIS RELEASE MAY CONTAIN STATEMENTS WHICH CONSTITUTE "FORWARD-LOOKING STATEMENTS" UNDER APPLICABLE SECURITIES LEGISLATION AND ARE SUBJECT TO, AND EXPRESSLY QUALIFIED BY, THE CAUTIONARY DISCLAIMERS THAT ARE SET OUT IN MAGNA'S REGULATORY FILINGS. PLEASE REFER TO MAGNA'S MOST CURRENT MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION, ANNUAL INFORMATION FORM AND ANNUAL REPORT ON FORM 40-F, AS REPLACED OR UPDATED BY ANY OF MAGNA'S SUBSEQUENT REGULATORY FILINGS, WHICH SET OUT THE CAUTIONARY DISCLAIMERS, INCLUDING THE RISK FACTORS THAT COULD CAUSE ACTUAL EVENTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING STATEMENTS. THESE DOCUMENTS ARE AVAILABLE FOR REVIEW ON MAGNA'S WEBSITE AT WWW.MAGNA.COM.
SOURCE Magna International Inc.
Vince Galifi, Executive Vice-President and Chief Financial Officer at 905-726-7100