Bausch & Lomb Board Reaffirms Support For CEO; Imposes Sanction For Misrepresentation In Biography.Business Editors ROCHESTER, N.Y.--(BUSINESS WIRE)--Oct. 29, 2002 At its regularly scheduled October meeting, the Board of Directors of Bausch & Lomb (NYSE NYSE See: New York Stock Exchange :BOL BOL Bolivia (ISO Country code) BOL Books Online BOL Bole (SIL code, Nigeria) BOL Bill Of Lading BOL Beginning Of Line BOL Best Of Luck BOL Buzz Out Loud BOL Bruin Online BOL Beginning Of Life ) reviewed the reported discrepancy in the official biography of Ronald L. Zarrella, the company's chairman and chief executive officer, along with additional information compiled by counsel. In light of this review, the Board today reaffirmed its conviction that Zarrella is the right executive to continue to lead the company's turnaround, but also determined that a substantial sanction was appropriate for the misrepresentation misrepresentation In law, any false or misleading expression of fact, usually with the intent to deceive or defraud. It most commonly occurs in insurance and real-estate contracts. False advertising may also constitute misrepresentation. in Zarrella's biography. Citing its responsibilities to the shareholders and employees, the Board directed that Zarrella would forfeit To lose to another person or to the state some privilege, right, or property due to the commission of an error, an offense, or a crime, a breach of contract, or a neglect of duty; to subject property to confiscation; or to become liable for the payment of a penalty, as the result of a any annual incentive bonus for 2002, of which $1.1 million was guaranteed under his employment agreement. The dialogue between Zarrella and the Board was documented in an exchange of letters, the complete texts of which follow. Text of letter from Ronald L. Zarrella to the Board of Directors October 28, 2002 Dear Board Members: In anticipation of our scheduled Board meeting, I thought it appropriate to express for the record the sentiments that I have conveyed to you personally over the past several days. I am fully responsible for the misrepresentation in my official biography, an error that has been repeated elsewhere. I extend a profound and sincere apology to you, the full Board, and to all the employees and shareholders of Bausch & Lomb. There is simply no adequate excuse for a misrepresentation of this kind, and thus I offer none. Moreover, I am mindful mind·ful adj. Attentive; heedful: always mindful of family responsibilities. See Synonyms at careful. mind that the problem was compounded by my inadequate response to you and our employees when the initial reports appeared 10 days ago. At this stage in the process, I am at the Board's disposal to resolve this in whatever way the Board deems best. I believe that there must be consequences for this kind of misrepresentation if the ethical foundation of Bausch & Lomb is to remain intact. The interests of employees and shareholders must be placed first and therefore, I offer my resignation to you. While I have been in my present position for a relatively short period of time, as you know well, my ties to Bausch & Lomb and its fine people are older and more lasting. And since my return, my faith and confidence in the future of the company has only grown stronger. We are making good progress toward the achievement of our goals and I believe that the company is in a legitimate turnaround. I sincerely hope that my significant error in judgment does not bring harm to the company. Also, I am anxious to assure you and everyone connected with Bausch & Lomb that this incident, however painful, is not indicative of a pattern of behavior. Quite the contrary, it stands out as a singular and uncharacteristic un·char·ac·ter·is·tic adj. Unusual or atypical: an uncharacteristic display of anger. un lapse in judgment that I hope I can overcome in time. Sincerely, Ronald L. Zarrella Text of letter from Board of Directors to Ronald L. Zarrella October 29, 2002 Dear Ron: As you know, our regularly scheduled Board meeting has afforded us an opportunity to review more fully the circumstances regarding the misrepresentation in your official biography. In addition to hearing a complete report from you, we have now received a detailed report from counsel, and have met in executive session to discuss the matter at great length. The Board takes most seriously any ethical breach, and entrusts management to handle difficult situations quickly in a transparent fashion. We expect all employees of Bausch & Lomb to adhere to adhere to verb 1. follow, keep, maintain, respect, observe, be true, fulfil, obey, heed, keep to, abide by, be loyal, mind, be constant, be faithful 2. the highest standards of professional and personal conduct, and we view harshly any violation of those standards. As you note correctly, you are fully responsible for the inaccuracy in·ac·cu·ra·cy n. pl. in·ac·cu·ra·cies 1. The quality or condition of being inaccurate. 2. An instance of being inaccurate; an error. in your biography and we further agree there can be no acceptable excuse for such a misstatement mis·state tr.v. mis·stat·ed, mis·stat·ing, mis·states To state wrongly or falsely. mis·state  ment n. . Indeed, you have acknowledged to us that this
misrepresentation about your educational background was perpetuated in
your official biography and elsewhere over time. That has only served to
increase our concern. That concern was further magnified when you did
not communicate with us and with the employees in a completely
straightforward manner when the problem arose.
As a Board, we must be concerned with the interests of employees and shareholders who rely on us for their jobs and as guardians of their investments. The Board has considered how best to meet those responsibilities and has determined not to accept your offer of resignation. We do not believe a change in management is in the best interests of shareholders for several reasons. The leadership you have demonstrated during your first year on the job has improved operating performance across the board at Bausch & Lomb and has won the support and regard of management and directors alike. For the same reasons we appointed you CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. a year ago - your substantial management skills, business experience and extensive knowledge of the company and its markets - we continue to believe you are the right person to carry on the resurgence of the company. We make this decision, in part, on your unqualified representation that there is no other issue of trust or veracity veracity (v  ras´itē),n about which we need to be concerned. Nonetheless, the Board believes that this lapse in judgment with regard to your biography is a serious matter and cannot pass without consequence. Therefore, a specific and substantial sanction is in order. Accordingly, we have determined that you will not receive any annual incentive bonus for 2002, of which $1.1 million was guaranteed as part of your employment agreement. Ron, we want you to be able to succeed as Chief Executive Officer of Bausch & Lomb. Our duty is to the shareholders and to the employees and we have adopted a course of action that we believe is in their best interests. We will, as always, be following your progress and performance closely. Sincerely, Jean F. Geisel Secretary of the Corporation on behalf of the Board of Directors This press release contains, among other things, certain statements of a forward-looking nature relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc future events or the future business performance of Bausch & Lomb. Such statements involve a number of risks and uncertainties including those concerning economic conditions, currency exchange rates, government pricing changes and initiatives with respect to healthcare products, product development and rationalization rationalization, in psychology: see defense mechanism. , enrollment and completion of clinical trials, regulatory approvals, the outcome of litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. , including a decision in the Company's appeal of the Federal District Court's ruling on June 26, 2002 that the Company's PureVision continuous wear contact lens contact lens, thin plastic lens worn between the eye and eyelid that may be used instead of eyeglasses. Actors, models, and others wear them for appearance, and athletes use them for safety and convenience. product infringes a patent owned by Wesley Jessen, product introductions, the financial well-being of key customers, the successful execution of marketing strategies, the continued successful implementation of its efforts in managing and reducing costs and expenses, continued positive relations with third party financing sources, as well as the risk factors listed from time to time in the Company's SEC filings, including but not limited to the Form 10-Q Form 10-Q See 10-Q. for the quarter ended June 29, 2002. Bausch & Lomb Incorporated is the preeminent pre·em·i·nent or pre-em·i·nent adj. Superior to or notable above all others; outstanding. See Synonyms at dominant, noted. [Middle English, from Latin prae global technology-based healthcare company for the eye, dedicated to helping consumers see, look and feel better through innovative technology and design. Its core businesses include soft and rigid gas permeable gas permeable gas adj (lenses) → luftdurchlässig contact lenses contact lenses contact npl → verres mpl de contact contact lenses contact npl → Kontaktlinsen pl contact lenses npl , lens care products, ophthalmic ophthalmic /oph·thal·mic/ (of-thal´mik) ocular (1). oph·thal·mic adj. Of or relating to the eye; ocular. Ophthalmic Pertaining to the eye. surgical and pharmaceutical products. The Company is advantaged with some of the most respected brands in the world starting with its name, Bausch & Lomb(R), and including SofLens(TM), PureVision(TM), Boston(R), ReNu(R), Storz(R) and Technolas(TM). Founded in 1853 in Rochester, N.Y., where it continues to have its headquarters, the Company has annual revenues of approximately $1.7 billion and employs approximately 12,000 people in more than 50 countries. Bausch & Lomb products are available in more than 100 countries around the world. More information about the Company can be found on Bausch & Lomb's Web site at www.bausch.com. Copyright Bausch & Lomb. |
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