23.6.2003: Meldung: Hydrogenics Adopts New Corporate Governance Practices
Friday June 20, 10:47 am ET
Company Adds James Sardo as New Independent Director
TORONTO, June 20 -- Hydrogenics Corporation (Nasdaq: HYGS and TSX: HYG) announced today that its Board of Directors has approved and adopted various new or revised corporate governance practices following a comprehensive review of its corporate governance undertaken in 2002. These new and revised corporate governance practices were adopted by the Board of Directors in order to best comply with the proposed TSX Disclosure and Continued Listing Requirements and Guidelines (and other Canadian securities legislation) as well as the Nasdaq proposed Corporate Governance Listing Standards, the Sarbanes-Oxley Act and other US securities legislation to which the Company is subject.In addition, the Company announced the election of James (Jim) Sardo to the board as an independent director. Mr. Sardo was previously the President of Moore Corporation Ltd. and has extensive experience in the roles of president /CEO in six publicly held companies in a variety of industries. He brings to the position a wealth of knowledge in the development and implementation of strategic plans, financing and corporate governance. Mr. Sardo fills the vacancy created by the retirement of Dr. Robert Lee from the Board. Dr. Lee will continue to be involved with Hydrogenics on a consulting basis.
"We are pleased to announce the addition of Jim Sardo to our Board, and that with the recent addition of Wesley Twiss, our board is now comprised of a majority of independent directors," said Norman Seagram, Chairman of the Board of Hydrogenics Corporation. "Our Board of Directors considers transparent corporate governance practices an important factor in the overall success of Hydrogenics," Mr. Seagram added. "The new corporate governance practices adopted by the Board of Directors over the past year are the result of an extensive review conducted by the Company of its current practices and of the Board of Director"s desire that Hydrogenics preserve and adhere to the highest standards of corporate governance."
The Board of Directors adopted formal guidelines for itself, which became effective immediately following the Company"s Annual General Meeting on May 30, 2003. Pursuant to these guidelines, the Board of Directors must be comprised of a majority of individuals who qualify as unrelated and independent directors, as determined by the Board, and a majority of directors who do not have interests in or relationships with Hydrogenics. In addition, effective May 30, 2003, all standing committees of the Board must be comprised solely of independent directors. Consistent with past practice, the position of Chairman will continue to be filled by an independent director, separate from the CEO.
Some of the Company"s other recent corporate governance initiatives are listed below:
-- The Board of Directors has adopted a revised mandate for the Audit
Committee. The Audit Committee is now comprised of four members, each
of whom is qualified as an unrelated and independent director, as
determined by the Board. Each member of this committee is financially
literate and at least two members are "financial experts", as that
term is defined pursuant to the Nasdaq listing standards and the
Sarbanes-Oxley Act. The members of the Audit Committee will not
receive any compensation from Hydrogenics other than compensation as
directors and committee members. The Audit Committee will assist the
Board of Directors of Hydrogenics in overseeing the Company"s
financial controls and reporting. The Committee will also monitor
whether Hydrogenics is in compliance with its financial covenants and
legal and regulatory requirements governing financial disclosure
matters and will review on a regular basis and monitor Hydrogenics"
risk assessment and management policies. The Audit Committee will
approve the appointment and termination (both subject to shareholder
approval) of the external auditors of the Company and will monitor
their qualifications, performance and independence. It will also
approve all audit and permitted non-audit services to be provided by
such external auditors.
-- The Board of Directors has adopted a revised mandate for its
Nomination and Corporate Governance Committee, which became effective
immediately following the Company"s recent Annual General Meeting. The
Nomination and Corporate Governance Committee is now comprised of
three non-management directors, each of whom is qualified as an
unrelated and independent director, as determined by the Board. The
primary objective of this Committee is to ensure that the Company"s
business and affairs are carried out in a transparent manner that will
enhance shareholder value. This Committee will be responsible for
assisting the Board in developing the Company"s approach to corporate
governance issues, proposing new board nominees and assessing the
effectiveness of the Board, its committees, their respective chairs
and individual directors.
-- The Board of Directors has adopted a revised mandate for its
Management Development and Compensation Committee, which became
effective immediately following the Company"s recent Annual General
Meeting. The Management Development and Compensation Committee is now
comprised of three members, each of whom is qualified as an unrelated
and independent director, as determined by the Board. This committee"s
responsibility will be to assist the Board of Directors in discharging
its responsibilities relating to executive and other human resources
hiring, assessment, compensation and succession planning. These
responsibilities include senior management succession planning, the
hiring and assessment of senior management and fixing the compensation
of Hydrogenics" directors and senior management.
-- As part of its governance review, the Company has also adopted a
Corporate Code of Ethics and a new Communications and Disclosure
Policy. Full text copies of these policies, the Board Guidelines and
the Company"s new Committee Mandates can be viewed at the Company"s
corporate website (www.hydrogenics.com) under the Investor Relations
About Hydrogenics Corporation
Hydrogenics Corporation (www.hydrogenics.com) is a leading clean power generation company, engaged in the commercialization of fuel cell technology and test stations for fuel cells. The company is building a sustainable business, in a potential "game changing technology" for transportation, stationary and portable power. Hydrogenics, based in Mississauga, Ontario, Canada, has operations in British Columbia, Canada, Japan, the United States and Germany.
Source: Hydrogenics Corporation