Cadmus Continues Implementation of Corporate Governance Best Practices
Press release from the issuing company
RICHMOND, Va., July 21 -- Cadmus Communications Corporation, a leading provider of publisher services, today announced that its Board of Directors has adopted a Three-Year Independent Director Evaluation ("TIDE") amendment to the Company's shareholder rights plan. Under the TIDE amendment, a committee of the Board of Directors, comprised entirely of independent directors, will review and evaluate the Company's shareholder rights plan at least once every three years to determine whether the plan continues to be in the best interests of the Company, its stockholders and other relevant constituencies of the Company. After each such review, the TIDE committee will report its conclusions to the full Board of Directors. In performing its work, the TIDE committee will have the authority to set its own agenda and to consider any and all factors its members deem relevant. The TIDE committee will also have the authority to retain at the expense of the Company its own separate legal counsel, investment bankers and other advisors.
Thomas C. Norris, Chairman of Cadmus' Board of Directors, remarked: "This amendment, which will allow Cadmus' independent directors to review regularly whether our shareholder rights plan is, in fact, in the best interests of stockholders, is the latest example of Cadmus' commitment to best practices in corporate governance. In the past three years, working closely with our CEO, the Board has established an independent, non-executive chairman position, in which capacity I serve. In addition, we have greatly improved both the independence of our Board -- which is now comprised almost entirely of independent directors -- and its effectiveness -- with the addition of six new members over the last three years, several of whom have significant public company experience and/or operational expertise. Finally, we have also recently overhauled our Board committee structure and governance procedures to ensure more independent and aggressive oversight of management and the major operational and compliance related aspects of our business. We remain committed to increasing shareholder value, and implementing state-of-the-art corporate governance procedures and structures is an important part of that effort."
Commenting on this amendment and Cadmus' other efforts regarding corporate governance, Professor John L. Colley, Jr., one of the authors of a new book on corporate governance and the Almand R. Coleman Professor of Business Administration at the University of Virginia's Darden Graduate School of Business Administration, observed: "As the attached chart indicates, Cadmus has embraced and has been an early adopter of the sort of procedures, policies and practices that are becoming recognized as 'best practice' in public company corporate governance. These actions do not, in and of themselves, guarantee that the Cadmus Board will act with decisiveness and precision. Ultimately, that sort of performance also requires appropriate commitment and action by each director and by the Board as a whole. Nevertheless, it must be recognized that Cadmus' adoption of this TIDE amendment, its establishment of a non-executive chairman, its commitment to qualified and independent directors, its strong committee structure, its use of annual reviews of Board and CEO performance, and its regular use of executive sessions strongly suggest that this is a Board and a Company that is structured and prepared to aggressively discharge their responsibilities to the stockholders of Cadmus."
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