Tuesday, June 24, 2008

Board of Directors --- On Notice!

Century Mining Board of Directors,
Ross F. Burns, Vice President Exploration, Director,
William J.V. Sheridan, Secretary, Director,
Allen V. Ambrose, Director,
Honorable Donald Macdonald, Director,
Ricardo M.Campoy, Director,
Mark A Lettes, Director,


Today I write to you with an abundance of disdain. I have been a share holder for the almost 3 years. I was brought into the Century family by people that I have great trust in their ability to see a company that is undervalued. As we can see today, a company can have many many ounces of gold in the ground, but if the general market does not identify with management, we as share holders will never see a share price that best represents what Century has.
I could spend ample time and space talking about missing projections on a too regular basis, not filing paper work on a timely basis, not applying for the appropriate permits, not filing financials on time, spending too much money on ventures that have litigation attached to them and then dropping them, not meeting promises, not meeting the promise to "under promise, over deliver" (an almost quote from a past C.C.), and just really not looking after your share holders, so I will stop right now and talk to you directly.
Every public company states at their AGM's that they are trying to create share holder value. I distinctly remember leaving your AGM in Toronto 2 years ago thinking this company is going to 'Rock', using a term my daughter likes to use. I left that meeting thinking long term, this company is going to be successful. This leads me to the following question. Who in the company is looking after my share holder value? It certainly is not management. My only hope is that the Board of Directors, behaves like a Board of Directors, and changes the way this company is running.
In my work place if a manager ran his department in such a way as Century has been run, he would be kicking stones down the highway. In my work place any bonuses or wage increases would be dependant upon results. In Century's case, there has been only negative results. I will quote Senator John McCain in the US when he says that Corporate leadership renumeration should be based solely upon results, and that is coming from a Republican!
Since it seems that this years AGM has been moved to the west coast, and held at a time that to me looks like it was meant to create very little share holder interest in attending, I would ask that the Board of Directors do what is required of them, under proper corporate governance and institute changes in the management structure, starting with top. The market does not approve of the way Century is being run by our current CEO and her management team and therefore we have a .10 cent share price, and we are a producing gold company!!!!!!!!!!!
I thought I would give you a few prompts, as to what a real Board of Directors should be doing.
1. General
The primary responsibility of the Board of Directors of the Corporation (the "Board") is to
provide governance and stewardship to the Corporation.
The Board will appoint a competent executive management team to run the day-to-day
operations of the Corporation and will oversee and supervise the management of the business of
the Corporation by that team. The Board will oversee the Corporation’s systems of corporate
governance and financial reporting and controls to ensure that the Corporation reports adequate
and fair financial information to shareholders and engages in ethical and legal corporate conduct.
2. Appointment and Supervision of Management
The Board will:
• Appoint the Chief Executive Officer ("CEO") and other senior officers
comprising the senior management team ("SMT"), provide them with advice and
counsel and monitor the performance of the CEO against a set of mutually agreed
corporate objectives directed at maximizing shareholder value and approve CEO
compensation.
3. Strategic Planning, Risk Management
The Board will:
• Maintain a strategic planning process and review and approve annually a
corporate strategic plan and vision which takes into account, among other things,
the opportunities and risks of the business on a long-term and short-term basis.
• Review and approve management’s strategic and operational plans to ensure they
are consistent with the corporate vision.
• Monitor the Corporation’s performance against both short-term and long-term
strategic plans and annual performance objectives.
• Confirm that a management system is in place to identify the principal risks to the
Corporation and its business and that appropriate procedures are in place to
monitor and mitigate those risks.
• Confirm that management processes are in place to address and comply with
applicable regulatory, corporate, securities and other compliance matters.
• Confirm that processes are in place to comply with the Corporation’s by-laws,
Codes of Conduct, all recognition orders and exemption orders issued in respect
of the Corporation by applicable securities regulatory authorities, and all other
significant policies and procedures.
5. Shareholder Communication
The Board will:
• Confirm that management has established a system for effective corporate
communications including processes for consistent, transparent, regular and
timely public disclosure.
• Determine appropriate criteria against which to evaluate corporate performance
against shareholder expectations and confirm that the Corporation has a system in
place to receive feedback from shareholders
6. Corporate Governance
The Board will:
• Establish an appropriate system of corporate governance including practices to
permit the Board to function independently of management and non-independent
directors.
8. The Chair of the Board
The Chair of the Board reports to the Board and shareholders and provides leadership to the
Board in matters relating to the effective execution of all Board responsibilities and works with
the CEO and SMT to ensure that the organization fulfils its responsibilities to stakeholders
including shareholders, employees, customers, governments and the public. The Chair of the
Board will be a director other than the CEO.
The Chair of the Board will:
• Provide effective leadership so that the Board can function independently of
management by ensuring that the Board meets regularly without management and
non-independent directors, and that the Board may engage outside advisors as
required subject to any approvals determined by the Board.
• Establish procedures to govern the Board’s work including:
- together with the corporate secretary, scheduling meetings of the Board
and its committees;
- chairing all meetings of the Board;
- encouraging full participation, stimulating debate, facilitating consensus
and ensuring clarity regarding decision-making;
- developing the agenda for Board meetings with input from other Board
members and management;
- together with the corporate secretary, ensuring proper and timely
information is delivered to the Board;
- ensuring that the Board has appropriate administrative support; and
- addressing complaints, questions and concerns regarding Board matters.
• Ensure the Board fully exercises its responsibilities and duties and complies with
applicable governance and other policies.
• Meet or communicate regularly with the CEO regarding corporate governance
matters, corporate performance and feedback from Board members.
• Act as a liaison between the Board and management.
• Serve as advisor to the CEO and other officers.
• Together with the Board’s Governance Committee, establish appropriate
committee structures, including the assignment of Board members and the
appointment of committee chairs.
• Ensure that adequate orientation and ongoing training programs are in place for
Board members.
• Together with the Board’s Governance Committee, establish performance criteria
for the Board and for individual Board members and coordinate the evaluation of
performance and reporting against these criteria.
• Work with the Board or appropriate Board committee to establish performance
criteria for the CEO and to facilitate the evaluation of the CEO’s performance.
• Work with the Board’s Governance Committee to establish and manage a
succession program for the CEO’s position.
• Oversee matters relating to shareholder relations and chair meetings of the
shareholders.
• Work with the CEO to represent the Corporation to external stakeholders
including shareholders, the investment community, governments and
communities.
The Chair of the Board’s performance will be measured against the following key metrics:
• The effectiveness with which the Board functions, including satisfaction of Board
members regarding the functioning of the Board.
• The extent to which the Corporation carries out its responsibilities to
shareholders, employees, customers, governments, and the public.
• The quality of communications between the Board and management, including
satisfaction of members of management and Board members regarding this
communication.
9. The Chief Executive Officer
The CEO is accountable to the Board for achieving corporate goals and objectives within
specified limitations and in accordance with the CEO’s performance objectives determined
annually by the Board.
The CEO will:
• Provide worldwide vision and leadership for the Corporation.
• Develop and recommend corporate strategies, and business and financial plans for
the approval of the Board.
• Execute the corporate strategy to achieve profitable growth and maximize
shareholder value for the Corporation’s shareholders.
• Manage the business operations in accordance with the strategic direction
approved by the Board and within operational policies as determined by the
Board, including, as applicable:
Protecting the core business of the Corporation,
Extending the Corporation’s pre-eminent position in the Canadian
exchange space, and
Examining selective opportunities to expand outside Canada.
• Challenge management to set and achieve viable annual and long-term strategic
and financial goals.
• Monitor the performance of management against a set of agreed corporate
objectives directed at maximizing shareholder value.
• Recommend appropriate rewards and incentives for management.
• Report information from management to the Board in a manner and time so that
the Board may effectively monitor and evaluate corporate (operational and
financial) performance against stated objectives and within executive limitations.
• Report to the Board on relevant trends, anticipated media and analyst coverage,
material external or internal changes, and any changes in the assumptions upon
which any Board decision or approval has previously been made.
• Advise the Board if, in the CEO’s opinion, the Board is not in compliance with its
own policies, or legal and/or regulatory requirements.
• Provide the Board with all information and access that the Board may require in
order to make fully-informed decisions.
• Report in a timely manner any actual or anticipated non-compliance with any
Board approved policy or decision.

I can only hope that you are able to perform your 'fiduciary duty' and start Century on the path of once again becoming a mid tier gold producer.
Sincerely,
Mike Bested

7 comments:

The Ref said...

Sorry, it is so long!!

Mike

production05 said...

Ref, thanks for sharing this!

rhump said...

Mike,,, great job! This BOD needs to be put on notice and if there is no change in the direction of this company in creating shareholder value, then this BOD will be terminated and new one appointed by the people who own this company. Shareholders!

bigjohn37 said...

Thanks for sharing your Notice with us, Ref/Mike. You articulated not only your views, but also our collective sentiments very well. All of us have been betrayed by a reckless & irresponsible CEO.

Like you, I was at the AGM in Toronto two years ago, and just like you, I had the feeling that this company is going to 'Rock'. And look what happened, in a gold bull market! And your question is relevant: 'who is looking after my shareholder value?' Certainly not management. And we'll soon find out whether the BOD is listening to our plea.

What is "overhanging" the share price is not only WEGA's foolish selling, but even more than that it's the CEO's seemingly endless bungling. But PK is incapable of admitting that. Conclusion: she can't learn from her mistakes (unlike her corporate idol, Peter Munk did many moons ago from his Clartone debacle)

Carib said...

Mike, thank-you for taking the effort to write such a great letter to the Board of Directors.

I sent my own letter on Monday and have posted a link to it in the Information Links.

I encourage others to write as well. It doesn't have to be a long letter like mine and Mike's; the important thing is that you voice your concerns.

bigjohn37 said...

Hi Carib,
For some reason, your last three postings on the Information links do not open. I am not sure whether it's my computer or something you may have to do at your end.
Thanks,
BJ37

Carib said...

bigjohn37, sorry about the links. They work fine on my computer after I post them, but they don't always work on other computers.

I just re-posted the links and I checked them on a second computer and they all seem fine now. (They weren't working on the second computer when I checked so it wasn't anything at your end.)