VICTORIA, British Columbia--(BUSINESS WIRE)--
Details Aurinia’s Underperformance Resulting from Poor Governance Practices, Bloated Compensation, CEO Turnover and Conflicts of Interest under Incumbent Board
Shareholders Urged to Vote Their GREEN Proxy or GREEN VIF to Strengthen Board with Three New, Highly Qualified Independent Nominees
ILJIN SNT Co., Ltd. (“ILJIN”), a founding shareholder of Aurinia Pharmaceuticals Inc. (NASDAQ: AUPH, TSX: AUP) (“Aurinia” or the “Corporation”), which together with certain affiliates holds an approximate 14% ownership interest in Aurinia, today filed an investor presentation on SEDAR in connection with the Corporation’s upcoming Annual General Meeting of Shareholders to be held on Wednesday, June 26, 2019. The investor presentation is also available at www.AHealthierAurinia.com.
Highlights of the presentation include:
- Aurinia has significantly underperformed relative to its peers, analyst expectations and its tremendous potential, as a result of a lack of independence in its directors, poor governance, compensation failures and excessive CEO turnover.
- Aurinia’s incumbent Board members are not independent, but rather represent a web of conflicting relationships that all lead back to the Corporation’s former chairman and CEO, Richard Glickman.
- Aurinia’s corporate governance consistently fails in critical areas when compared to prevalent practices, including with regard to director and executive stock ownership, gender diversity, director overboarding and bloated non-audit fees.
- Aurinia’s CEO compensation, as well as total compensation for all named executive officers, continues to ratchet up, well above its peers. Further, Aurinia has failed to implement policies to ensure management is aligned with shareholders’ interests, including performance-based equity awards or recoupment/clawback policies.
- The Aurinia CEO position has been a revolving door, which has contributed to instability and shareholder value destruction. In the six years post-Isotechnika, Aurinia has had six CEOs, all appointed under former Chairman Glickman’s reign.
- ILJIN has nominated three independent nominees, who will bring extensive qualifications and directly relevant expertise to Aurinia’s Board. They are committed to implementing specific improvements to Aurinia’s governance and helping the Corporation realize its tremendous potential for all shareholders.
Young-Hwa Kim, Chief Executive Officer of ILJIN, said, “ILJIN has worked quietly behind the scenes for over two years to help Aurinia improve its corporate governance and ultimately realize its tremendous potential. While the incumbent Board has rejected our good faith attempts to engage, Aurinia shareholders now have a choice. The future is in your hands. We urge you to vote your GREEN Proxy or GREEN VIF in favor of a more qualified and independent board, better governance and leadership stability, and a bright future for Aurinia.”
Shareholders are urged to read the circular and vote ONLY the GREEN proxy or GREEN VIF on or before 5:00 p.m. (Mountain time) on June 21, 2019, so that it can be deposited in advance of the proxy cut-off. Shareholders who have already voted and wish to change their vote in support of the three independent nominees can do so by simply executing the Green proxy, as a later dated Green proxy will cancel an earlier vote. Shareholders requiring any assistance in executing their GREEN proxy or voting instruction form, can call Gryphon Advisors Inc. at: 1-833-266-0365 or 1-416-661-6592 or email firstname.lastname@example.org.
For ease of voting, shareholders are encouraged to visit www.AHealthierAurinia.com and click on the “Vote Now” button. A copy of the information circular is available on Aurinia’s SEDAR profile at www.sedar.com.
Advisors and Counsel
Stikeman Elliott LLP is acting as Canadian legal counsel to ILJIN. Gryphon Advisors Inc. has been engaged as proxy solicitation agent and Gagnier Communications has been engaged by ILJIN as communications advisor.
Legal Notices and Disclaimers
The data, information and opinions contained or referenced herein (collectively, the “Information”) is for general informational purposes only for the shareholders in order to provide the views of ILJIN regarding certain changes that it is requesting to the composition of the Aurinia board of directors and other matters which it believes to be of concern to shareholders described herein. The Information is not tailored to specific investment objectives, the financial situation, suitability or particular need of any specific person(s) who may receive the Information and should not be taken as advice in considering the merits of any investment decision. The views expressed in the Information represent the views and opinions of ILJIN, whose opinions may change at any time and which are based on analysis of disclosure and filings with respect to and/or made by Aurinia and other issuers that we consider to be comparable to Aurinia, and from other third party reports (see “Disclaimer Respecting Publicly Sourced Information” in ILJIN’s circular dated June 2, 2019 (the “Circular”), a copy of which is available on SEDAR at www.sedar.com or on www.aHealthierAurinia.com). ILJIN disclaims any obligation to publicly update the Information, except as required by applicable law.
The Information contains forward-looking statements or forward-looking information within the meaning of applicable securities laws (collectively, "forward-looking statements"), including in respect of ILJIN and the impact of ILJIN’s Nominees on the Corporation. All statements and Information, other than statements of historical fact, contained or referenced herein are forward-looking statements and forward-looking information, including, without limitation, statements regarding activities, events or developments that ILJIN expects or anticipates may occur in the future. Such forward-looking statements and information can be identified by the use of forward-looking words such as “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “believe” or “continue” or similar words and expressions or the negative thereof. There can be no assurance that the plans, intentions or expectations upon which such forward-looking statements and information are based will occur or, even if they do occur, will result in the performance, events or results expected.
ILJIN cautions readers not to place undue reliance on forward-looking statements and information contained or referenced herein, which are not a guarantee of performance, events or results and are subject to a number of risks, uncertainties and other factors that could cause actual performance, events or results to differ materially from those expressed or implied by such forward-looking statements or information, including but not limited to those set forth in the Circular under the heading “Forward-Looking Statements and Information” and those risks and uncertainties detailed in the continuous disclosure and other filings of Aurinia and certain members of Aurinia’s peer groups with applicable securities regulatory authorities, copies of which are available on SEDAR at www.sedar.com or on the Electronic Data Gathering, Analysis, and Retrieval at www.sec.gov. Shareholders are urged to carefully consider those factors.
The forward-looking statements and information contained or referenced herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements and information contained or referenced herein are made as of the date of the ILJIN Circular and ILJIN undertakes no obligation to publicly update such forward-looking statements or information to reflect new information, subsequent events or otherwise, except as required by applicable laws.