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Royal Group proposes addition of five new independent directors
TORONTO, April 28 /PRNewswire-FirstCall/ -- Royal Group Technologies Limited
(RYG.SV - TSX; RYG - NYSE) today announced that it will propose the addition of
five new independent directors at its Annual and Special Meeting of
Shareholders on May 25, 2005. Royal Group's Annual and Special Meeting of
Shareholders will be held at the Metro Toronto Convention Center South
Building, located at 222 Bremner Boulevard in Toronto, Ontario, commencing at
4:15 PM.
The five new independent directors being proposed by Royal Group are James
Hacking, Carol Hansell, Richard Ross, Graham Savage and William Sheffield.
Robert Lamoureux, Royal Group's Lead Director and Interim Chief Financial
Officer, commented on the new nominees saying, "we are delighted to have
attracted five new, well-experienced and highly regarded directors to our
Board." Mr. Lamoureux previously held the position of Partner in the firm
PricewaterhouseCoopers LLC, leading the firm's national corporate governance
practice.
James Hacking is currently the CEO and owner of IMT, a major manufacturer and
supplier to the truck-trailer, OEM and defense industries. He serves on the
Board of Armada Group, and previously served on the Boards of Granby Steel
Tanks and Trailmobile.
Carol Hansell is a partner in the law firm Davies Ward Phillips & Vineberg LLP
and is an expert in the field of corporate governance. Ms. Hansel serves on the
Board of the Public Sector Pension Investment Board, as well as the corporate
governance committee of the Board of the Toronto East General Hospital.
Richard Ross, who is a chartered accountant, is the Chairman and CEO of Inmet
Mining Corporation. Mr. Ross also serves as the Chairman of the Mining
Association of Canada and the President of the Canadian Turkish Business
Council.
Graham Savage is currently Chairman of the merchant banking firm, Callisto
Capital. Mr. Savage also sits on the Boards of Canadian Tire, Hollinger
International, Vitran Corporation and Leitch Technology. He is a member of the
Special Investigative Committee of Hollinger's Board.
William Sheffield currently acts as a professional director, serving on the
Boards of Ontario Power Generation and Velcan, Inc. Mr. Sheffield previously
held the positions of Executive Vice President of Abitibi Consolidated and CEO
of Sappi Ltd. of South Africa.
Royal Group previously announced that Vic De Zen will retire from its Board
following the company's Annual and Special Meeting of shareholders, provided
the proposal to convert his Multiple Voting Shares to Common Shares is approved
by shareholders. Following the upcoming Meeting, Royal Group intends to add its
new CEO to the Board, who is expected to be named in advance of the meeting.
Ralph Brehn, who has been on Royal Group's Board for 10 years, has now reached
the Board's mandatory retirement age and is not standing for re-election. Gwain
Cornish, who retired as an executive of Royal Group in 2004, will also be
retiring from the Board. Mr. Cornish will continue to be active with the
company, serving in an advisory role to management.
James Sardo, who serves as Interim President and CEO, will also be nominated
for a Board position along with Mr. Lamoureux at the upcoming meeting. Ronald
Slaght and Irvine Hollis, who have served on the Board for 10 years, will be
nominated again this year. "With acceptance of the proposed slate of directors,
coupled with the additions of a new CEO and CFO, we can turn our full attention
to development of a strategic plan with an effective implementation process
aimed at unlocking Royal's full potential," concluded Mr. Lamoureux.
With acceptance of the proposed slate of directors at Royal's Annual and
Special Meeting of Shareholders, the resignation of Mr. De Zen from the Board
following conversion of his Multiple Voting Shares, and with Mr. Sardo and Mr.
Lamoureux relinquishing their interim management positions, the Board of
Directors of Royal Group will consist of nine directors who are independent of
management and the company, as well as the new CEO.
Royal Group intends to publicly file its Management Proxy Circular pertaining
to the upcoming Annual and Special Meeting of Shareholders, by May 4, 2005. The
circular will provide further details on the backgrounds of the proposed slate
of directors. The Circular will be available on Royal Group's web site at
http://www.royalgrouptech.com/ in the Investor Relations section, immediately
following the filing.
Royal Group Technologies is a manufacturer of innovative, polymer-based home
improvement, consumer, and construction products. The company has extensive
vertical integration, with operations dedicated to provision of materials,
machinery, tooling, real estate, and transportation services to its plants
producing finished products. Royal's manufacturing facilities are primarily
located throughout North America, with international operations in South
America, Europe, and Asia. Additional investment information is available on
Royal Group's web site at http://www.royalgrouptech.com/ under the Investor
Relations section.
The information in this document contains certain forward-looking statements
with respect to Royal Group Technologies Limited, its subsidiaries and
affiliates. These statements are often, but not always made through the use of
words or phrases such as "expect", "should continue", "continue", "believe",
"anticipate", "estimate", "contemplate", "target", "plan", "budget", "may",
"will", "schedule" and "intend" or similar formulations. By their nature, these
forward-looking statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable by management, are inherently
subject to significant, known and unknown, business, economic, competitive and
other risks, uncertainties and other factors affecting Royal specifically or
its industry generally that could cause actual performance, achievements and
financial results to differ materially from those contemplated by the
forward-looking statements. These risks and uncertainties include the outcome
of the ongoing internal review and investigations by the Special Committee of
the Board of Directors; fluctuations in the level of renovation, remodeling and
construction activity; changes in product costs and pricing; an inability to
achieve or delays in achieving savings related to the cost reductions or
increases in revenues related to sales price increases; the sufficiency of our
restructuring activities, including the potential for higher actual costs to be
incurred in connection with restructuring activities compared to the estimated
costs of such actions; the ability to recruit and retain qualified employees;
the level of outstanding debt and our current debt ratings; the ability to meet
the financial covenants in our credit facilities; the ability to successfully
replace our syndicated credit facility; changes in product mix; the growth rate
of the markets into which Royal's products are sold; market acceptance and
demand for Royal's products; changes in availability or prices for raw
materials; pricing pressures resulting from competition; difficulty in
developing and introducing new products; failure to penetrate new markets
effectively; the effect on foreign operations of currency fluctuations,
tariffs, nationalization, exchange controls, limitations on foreign investment
in local business and other political, economic and regulatory risks;
difficulty in preserving proprietary technology; adverse resolution of any
litigation, investigations, administrative and regulatory matters, intellectual
property disputes, or similar matters; changes in securities or environmental
laws, rules and regulations; currency risk exposure and other risks described
from time to time in publicly filed disclosure documents and securities
commission reports of Royal Group Technologies Limited and its subsidiaries and
affiliates. In view of these uncertainties we caution readers not to place
undue reliance on these forward-looking statements. Statements made in this
document are made as of April 28, 2005 and Royal disclaims any intention or
obligation to update or revise any statements made herein, whether as a result
of new information, future events or otherwise.
DATASOURCE: Royal Group Technologies Limited
CONTACT: Robert Lamoureux, Lead Director and Interim CFO, or Mark
Badger, Vice President, Marketing and Corporate Communications, Phone:
(905) 264-0701, Fax: (905) 264-0702