The Chairman of the company has announced the following:
Grace, Kennedy & Company Ltd. and Kingston Wharves shareholders who have been seeking to remove a number of members of the company’s Board of Directors have announced that they have signed a Heads of Agreement signalling a resolve to work together for the future growth and development of the company.
Signatories to the Agreement from both parties have expressed satisfaction that negotiations have resulted in an amicable agreement which will guarantee a seamless transition to a new approach in conducting business at KWL. The parties to this agreement feel that this will provide the company with the basis to move forward more strongly and united than ever to promote the growth and development of the company in the interest of its customers, staff and all its other stakeholders.
Centrepiece of the agreement is a decision to install the following 11-member Board of Directors:
Brian Young (Chairman)
Roger Hinds
Kim Clarke
Charles Johnston
Harry Maragh
Grantley Stephenson
Rafael Diaz
Douglas Orane
Don Wehby
Robert Kinlocke
Phillip Alexander
Under the agreement, the new Board is mandated to appoint an Audit Committee with at least one financial expert and a Corporate Governance Committee. It must also develop a Business Plan to ensure that returns to KWL shareholders are maximized.
Grace, Kennedy has agreed that it will not seek renewal of its management contract with KWL when this expires on August 31, 2003. There is also an agreement that pending legal suits will be discontinued within seven days of the holding of KWL’s AGM. The composition of the management team will change somewhat as Robert Kinlocke who has been Managing Director and CEO of KWL will step down as CEO before the company’s AGM. He will however, continue as a KWL Director.
Phillip Alexander, currently General Manager of Operations, will be appointed as acting CEO until the new Board selects a CEO and Frederick Leighton will continue as the Company’s General Manager of Finance.
Included in the agreement is a stipulation that all Directors must declare related party interests and where conflict of interest is percieved to exist, must excuse themselves from the meeting and from voting on the matter, the Board will ensure that all related party transactions are at a fair value.
