Independence Day declared by Sutton Action Committee.WASHINGTON--(BUSINESS WIRE)--July 22, 1996--T.L. Thomas, president of the Sutton Action Committee Inc., today released "INDEPENDENCE DAY" letter to the shareholders of Sutton Resources LTD LTD 1 Laron-type dwarfism 2 Leukotriene D 3 Long-term depression, see there 4. Long-term disability . calling for their attention to good corporate governance Corporate Governance The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law. principles. The Annual General Meeting of shareholders is scheduled to be held on July 30, 1996 in Vancouver. The following is the complete text: July 22, 1996 Dear Fellow Shareholders: INDEPENDENCE DAY When someone takes on the responsibility of being an executive in a publicly traded company publicly traded company A company whose shares of common stock are held by the public and are available for purchase by investors. The shares of publicly traded firms are bought and sold on the organized exchanges or in the over-the-counter market. , they assume the role of fiduciary custodian bailee (custodian) n. a person with whom some article is left, usually pursuant to a contract (called a "contract of bailment"), who is responsible for the safe return of the article to the owner when the contract is fulfilled. of the assets of that company - not Lord of the Manor The title of Lord of the Manor arose in the English medieval system of Manorialism following the Norman Conquest. The title 'Lord of the Manor' is a titular feudal dignity which is still recognised today. . The management of our company has recently sent us a proxy for our Annual General Meeting giving us some significant issues to vote on but when they learned we may actually intellectualize in·tel·lec·tu·al·ize v. 1. To furnish a rational structure or meaning for. 2. To engage in intellectualization. on these issues and NOT "RUBBER STAMP" THEM, the result was a show of frantic behavior out of desperation. Your support towards the END OF RE-PRICING of options and a ONE YEAR TERM for the directors up for election has been overwhelming and they know it. Two of the six proposals on management's proxy deal with issues of good corporate governance. Proposal number 5 seeks our approval to install Messrs. Shklanka and Fennell as Directors of the company for a three year term. We are not opposing their election as directors but we do feel that they should be held accountable for their actions and performance annually. IF THEY ARE GOING TO DO SUCH A GREAT JOB THEY SHOULD NOT FEAR STANDING FOR RE-ELECTION NEXT YEAR. The annual election of directors is one of the tenets of good corporate governance embraced by widely recognized organizations such as the National Council of Individual Investors. LET'S HOLD OUR DIRECTOR'S ACCOUNTABLE FOR THEIR PERFORMANCE AND SEE WHERE OUR STOCK PRICE IS NEXT YEAR AND REEVALUATE AT THAT TIME. VOTE AGAINST PROPOSAL NUMBER 5 Proposal number 6 simply jumps off the page and begs to be voted down. This proposal sanctions the unbridled re-pricing of director's options to allow them to avoid the vagrancies of the market that you and I must live with. Worse yet, Proposal number 6 further gives them permission to continue this caricature caricature, a satirical drawing, plastic representation, or description which, through exaggeration of natural features, makes its subject appear ridiculous. of executive compensation for another year. The purpose of director's options is to be an incentive for management to be maniacally ma·ni·a·cal also ma·ni·ac adj. 1. Suggestive of or afflicted with insanity: a maniacal frenzy. 2. focused on the development of our assets and the 5 AND 10 YEAR MATURITY they have given these options already provide for a LONG TERM commitment. Do they think their options will be "out of the money" in 5 and 10 years? I certainly hope not! Giving management the authority to re-price and re-load options is offensive and we are strongly opposed to such. The Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. Committee on Corporate Governance in Canada report suggests that conditions be attached to director's options to discourage short term exercise and holding. WHY SHOULD MANAGEMENT HAVE THE RIGHT TO REAP FINANCIAL REWARDS WHEN THE PRICE OF THE STOCK GOES DOWN AND THE SHAREHOLDERS LOSE MONEY? IT IS LIKE MANAGEMENT HAS THE UNFETTERED ABILITY TO SHORT THEIR OWN STOCK AFTER THE FACT. LET'S TURN OFF THE RE-PRICING AND RE-LOADING "OPTION FAUCET" FOR A YEAR AND REEVALUATE AT THAT TIME. VOTE AGAINST PROPOSAL NUMBER 6 Ironically, the larger corporations in international commerce have corporate governance guidelines guidelines, n.pl a set of standards, criteria, or specifications to be used or followed in the performance of certain tasks. and officers and they need it the least. It is the smaller capitalized companies that sometimes feel they can operate "below the radar screen" on governance issues. This responsibility then falls to the owners. The power for governing a going concern should be SHARED between the shareholders, the board of directors, and management. This chain is buttressed but·tress n. 1. A structure, usually brick or stone, built against a wall for support or reinforcement. 2. Something resembling a buttress, as: a. The flared base of certain tree trunks. b. by democracy and an informed and responsive shareholder community. WE URGE YOU TO VOTE AGAINST PROPOSALS 5 AND 6. Thank you for your support, Trey Thomas President Sutton Action Committee Inc. Internet: http://www.suttonaction.com -0- PLEASE SIGN AND DATE YOUR PROXY TODAY AND FAX TO MACKENZIE PARTNERS AT 212/929-0308. IF YOU HAVE ALREADY VOTED IN FAVOR OF PROPOSALS 5 & 6, YOU CAN CHANGE YOUR VOTE NOW. IF YOU WOULD LIKE ASSISTANCE IN VOTING YOUR PROXY, PLEASE CONTACT YOUR INVESTMENT ADVISOR Investment Advisor 1. A person making investment recommendations in return for a flat fee or percentage of assets managed, known as a commission. 2. For mutual fund companies, it is the individual who has the day-to-day responsibility of investing and monitoring the cash and OR MACKENZIE PARTNERS AT (800) 322-2885 OR 212/929-5500 OR MIKE TESORO AT (800) KAGERAA. CONTACT: MacKenzie Partners Inc. Larry Dennedy, 212/929-5500 |
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