by Paul “George” Guy
Dear Calista Corporation Shareholders: On April 25, 2018, Wayne Don published “A Statement From Former Calista Chairman” in The Delta Discovery. On May 1, KYUK published an interview with Mr. Don and his attorney, Sam Fortier. In both the letter published in the Delta Discovery and the KYUK interview, Mr. Don and his attorney made statements that violate Mr. Don’s duties as a Calista director and that are incorrect and misleading. The purpose for this letter is to provide Shareholders with the whole truth.
Recently, the Calista Corporation Board of Directors issued a public censure of Mr. Don for his misconduct while serving as Chair of the Board. Employing the procedures in the Board’s Code of Business Ethics and Conduct for Directors, including a thorough investigation, the Board found that Mr. Don had committed at least 14 instances of misconduct.
Mr. Don wrongly states that the public censure was “endorsed by a slim majority.” In fact, the public censure was adopted by the Board of Directors at a duly-noticed meeting, which means that it was the act of the Calista Board of Directors. As a board member, Mr. Don has a fiduciary duty to respect the actions of the Board, a duty which he violated by characterizing its action as the act of a “slim majority.”
Mr. Don attacks the Board of which he is member by asserting, without supporting facts or even explanation, that the process the Board followed to investigate and adjudicate his misconduct was “flawed.” The truth is that the Corporate Governance, Employees, and Compensation Committee, as well as the Board of Directors, faithfully and exactly followed the process, policies and procedures in the Board’s Code of Conduct. Attacking Calista’s corporate governance as flawed, without any evidence, is itself a violation of Mr. Don’s fiduciary duties to Calista.
Mr. Don attacks Calista as a whole by equating Calista with other organizations where there have been “lapses of judgvment and in basic respect for people.” In accusing Calista Board members and officers of “lapses of judgment” and of disrespecting people, Mr. Don smears the reputation of Calista’s leaders, thereby smearing the reputation of Calista itself. This is unacceptable by anyone, most especially by a sitting board member who is duty-bound to protect Calista Corporation and advance the interests of it and its Shareholders.
Mr. Don states that he will fight for values of loyalty, duty, and respect. In fact, he is fighting only for himself and his personal quest for power. Shareholders who are familiar with Calista’s policies, practices and culture can see right through this.
Mr. Don describes at length his military service. We are all proud of Mr. Don’s military service. In fact, we are proud of every one of the six Board members who have served our country in the armed forces. The same holds true for the many veteran Calista Shareholders and employees. We thank them all for their service.
Even more disturbing than the inaccurate and misleading statements contained in Mr. Don’s Delta Discovery letter are the false and defamatory statements that Mr. Don and his attorney made on KYUK radio.
For example, Mr. Don and his attorney told the KYUK reporter that an “unnamed Calista employee had repeatedly sexually harassed a woman who worked for a potential Calista vendor.” This highly inflammatory statement is completely false. The woman to whom Mr. Don refers never even claimed that the former employee had sexually harassed her. And the attorney who investigated the conduct of the former employee reported that “some of the facts…remain in dispute” and that she could only conclude that it was “likely” that the former employee’s conduct violated Calista’s policies against sexual harassment.
Mr. Don and his attorney compounded their defamation of Calista by accusing Calista’s President and CEO, by name, of having failed to act on “the woman’s complaints.” As noted above, the woman never made even one complaint to Mr. Andrew Guy that she had been sexually harassed. Moreover, when those who were investigating the former employee’s conduct recommended that the former employee be placed on administrative leave and, later, his employment terminated, Mr. Andrew Guy readily approved those actions.
To summarize, Wayne Don committed serious breaches of his duty to Calista, which led to Calista Board publicly censuring him. In response to the public censure, Mr. Don committed even more serious breaches of his fiduciary duty, including making false and defamatory statements about Calista and Calista’s Board and President/CEO. The Calista Board will continue to diligently protect Calista and its Shareholders from such harmful conduct.
Paul “George” Guy is the Chairman for the Calista Corporation Board of Directors.