by Paul “George” Guy
The Calista Corporation Board of Directors has voted to publicly censure Director Wayne Don. This followed an extensive investigation by the Corporate Governance, Employee, and Compensation Committee (Governance Committee), which unanimously determined that Mr. Don committed various violations of his statutory fiduciary duties of care and loyalty as a director and of Calista’s Code of Conduct for Directors.
Specifically, the Governance Committee determined that Don improperly engaged in communications with and issued directives to Calista employees and consultants, interfered with Calista’s investigation and handling of an employment matter, and improperly, and without Board authority, issued directives and threats to Calista’s president/CEO.
Don appealed the ruling of the Governance Committee to the Calista Board of Directors. He was represented by his own attorney during an extensive hearing. The Board rejected his appeal, finding that it lacked merit. The Board then imposed the following sanctions against Don as recommended by the Governance Committee:
*The Board removed Mr. Don from his position as Chair of the Board of Directors;
*The Board requested Mr. Don to resign from his position as a member of the Board of Directors of Calista Corporation;
*The Board directed that, in the event Mr. Don failed or refused to resign from his position as a director, Mr. Don be publicly censured for his misconduct;
*The Board removed Mr. Don from his position on all Calista Board Committees, including, but not limited to, the audit and finance committee; and
*The Board suspended the payment to Mr. Don of Board stipends for a period of three months, which is approximately equivalent to the outside counsel fees incurred by Calista as a result of Director Don’s misconduct.
By letter dated April 10, 2018, Mr. Don refused to resign from his position on the Calista Board of Directors. Due to Mr. Don’s refusal to resign as a director, the Board adopted this public censure at the Board’s regular meeting on April 24, 2018.
-Paul “George” Guy
Chair, Calista Corporation Board of Directors