Montreal, February 23, 2012
Transat A.T. Inc., one of the largest integrated tourism companies in the world and Canada's holiday travel leader, announces changes to its Board governance structure. In its ongoing desire to embody evolving corporate governance best practices, and taking into account shareholder input, Transat Board of Directors adopted a policy amending its Board governance structure to provide for the appointment of a single Lead Director to be elected among the independent directors after the next annual and special meeting of shareholders to be held on March 15, 2012. The previous governance structure provided for the appointment of three Lead Directors.
The Lead Director, to be designated each year, will be responsible, among other things, to set the agenda of the Board meetings in conjunction with the Chairman and President and Chief Executive Officer. This Lead Director, if and when appropriate, will have the power to call, set the agenda for and chair meetings of the independent directors and chair in-camera sessions of the Board without management so as to give the directors an opportunity to fully and frankly discuss issues and provide feedback and direction to management. The by-laws of Transat will be amended accordingly and the resolution initially submitted with respect to the Corporation’s By-Laws in the Corporation Notice of Meeting and Management Proxy Circular in respect of the March 2012 Annual and Special Meeting of Shareholders (the “Circular”) will not be presented at the meeting.
Transat also confirms that certain other changes will be made to its by-laws to provide, amongst other things, that the required quorum for shareholders meetings will be of at least two shareholders holding a minimum of twenty-five percent (25%) of the outstanding shares instead of fifteen percent (15%) as presently set. Furthermore, no director shall have a casting vote in case of a tie vote at a Board meeting. Finally, Transat undertook to amend certain provisions of the Share Purchase Plan for the benefit of all employees to provide that no increase in the discount percentage or amendment to the employer contribution will be made without the prior approval of shareholders.
For the reasons described in the Circular and considering the above proposed changes, Transat reiterates its recommendation to its shareholders to vote against the Montrusco Bolton Investments proposal to separate the position of Chair of the Board from the position of Chief Executive Officer.
Transat A.T. Inc. is an integrated international tour operator with more than 60 destination countries and that distributes products in over 50 countries. A holiday travel specialist, Transat operates mainly in Canada and Europe, as well as in the Caribbean, Mexico and the Mediterranean Basin. Montreal-based Transat is also active in air transportation, accommodation, destination services and distribution. (TSX: TRZ.B, TRZ.A)