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Enssolutions clarifies info in April 22 circular

2016-05-18 16:38 ET - News Release

Mr. James Staudohar reports

ENSSOLUTIONS GROUP INC. PROVIDES UPDATES TO INFORMATION CIRCULAR

Enssolutions Group Inc. provides the following updates to the information contained in its information circular dated April 22, 2016, with respect to its annual and special meeting of shareholders to be held at 10 a.m. ET, on May 26, 2016.

The updates are intended to provide further particulars and clarifications with respect to certain matters contained in the circular.

Executive officer compensation

On page 8 of the circular, the company stated that James Griffiths elected to serve as interim president and chief executive officer in 2015 without compensation. Mr. Griffiths has had a long-standing relationship with the company serving as both an officer and director. As a result of the financial pressures which have been facing the company, Mr. Griffiths opted to serve without compensation as a financial accommodation to the company.

James Staudohar, the company's current interim president and CEO, and Debra Zarbock, the company's chief financial officer, are currently receiving the following compensation:

  • Mr. Staudohar agreed to receive an annual salary in the amount of $144,000 (U.S.) upon his appointment as interim president and CEO on Jan. 20, 2016. From June, 2015, to Dec. 31, 2015, Mr. Staudohar was paid consulting fees in the aggregate amount of $72,000 (U.S.).
  • Ms. Zarbock is currently compensated as an employee of the company at the rate of $100 (U.S.) per hour and, as of April 30, 2016, has been paid $32,150 (U.S.). Prior to receiving her current employment compensation, Ms. Zarbock was paid consulting fees in the aggregate amount of $53,026 (U.S.) in 2015 and $16,046 (U.S.) in 2016.

The current compensation payable to the interim president and CEO, and the CFO, was negotiated and was not based on a comparison with any particular benchmark group of companies. The company will consider using benchmark comparators in the determination of base salaries and incentive compensation of executive officers in the future.

Corporate governance disclosure

The board of directors of the company has recently consisted of four directors. On March 17, 2016, the board appointed Cornelia Molson as a fifth director. The board believes that five directors is a sufficient number to ensure the board will be able to function effectively.

Ms. Molson received a BA and an MBA at Concordia University in Montreal, and has been a venture capitalist since 1973. In 1980, she founded Covan Corporate Consultants, providing planning and financial services to small-to-medium-sized businesses. In 1989, she formed Covan Corporate Capital Inc. to manage a limited partnership formed to provide various forms of capital to emerging businesses. Ms. Molson has participated in a number of start-up and early-stage financial and technological companies in North America and Europe. She also serves on the board of directors of and acts as an adviser to numerous emerging companies and is a founder and director of a number of non-profit organizations.

At this time, while the company has no formal procedures in place for identifying possible director and executive officer position, such matters, as well as matters as to continuing education for directors and the fostering of ethical business conduct, are given due consideration at all times. As financial and personnel resources permit, the company expects to be able to adopt more formal policies and procedures relating to the identification of possible directors and executive officers, continuing education for directors, and the fostering of ethical business conduct.

In addition, the board has determined that board member Mark Young is not independent, as the company is paying fees to Mr. Young for certain financial advisory consulting services that he provides. Mr. Young is listed as an independent director on page 4 of the circular in error.

A copy of the circular is available under the company's profile on SEDAR.

We seek Safe Harbor.

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