UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
(RULE 14A-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a party other than the
Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy
Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ]
Soliciting Material Pursuant to Section 240.14a -11(c) or Section 240.14a -12
VISCOUNT SYSTEMS, INC.
(Name of Registrant as Specified In Its Charter)
______________________________________________________
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table
below per Exchange Act Rules 14a-6(i)(1) and 0-11
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Title of each class of securities
to which transaction applies:
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Aggregate number of securities to
which transaction applies:
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Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value
of transaction:
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(5)
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Total fee paid:
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N/A
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[ ] Fee paid previously with preliminary
materials.
[ ] Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1)
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Amount Previously Paid:
N/A
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(2)
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Form, Schedule or Registration
Statement No.:
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(c)
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NOTICE OF ANNUAL GENERAL MEETING OF STOCKHOLDERS
TO BE HELD
AT 10:00 A.M. ON MAY 20, 2009
The 2009 Annual General Meeting of Stockholders of Viscount
Systems, Inc. will be held at 10:00 a.m. Pacific Daylight Time on Wednesday, May
20, 2009, at 4585 Tillicum Street, Burnaby, British Columbia, Canada, for the
following purposes:
1.
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To elect Directors;
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2.
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To ratify the appointment of Davidson & Company LLP,
Chartered Accountants as the independent auditors for Viscount Systems,
Inc. for the year ending December 31, 2009; and
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3.
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To transact such other business as may properly come
before the Meeting and any adjournment or postponement
thereof.
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The Board of Directors has fixed April 15, 2009, as the record
date for determining stockholders entitled to receive notice of, and to vote at,
the Annual General Meeting or any adjournment or postponement thereof. Only
stockholders of record at the close of business on that date will be entitled to
notice of and to vote at the Annual General Meeting.
All stockholders are invited to attend the Annual General
Meeting in person, but even if you expect to be present at the meeting, you are
requested to mark, sign, date and return the enclosed proxy card as promptly as
possible to ensure your representation.
All proxies must be received by our
proxy tabulating agent not less than forty-eight (48) hours, excluding
Saturdays, Sundays, and holidays
,
prior to the time of the meeting in
order to be counted.
The address of our proxy tabulating agent is as
follows: Advantage Proxy, 24925 13
th
Place South, Des Moines, WA
98198, fax number (206) 870-8492. Scanned copies of signed proxies can also be
sent by email to
ksmith@advantageproxy.com
. Stockholders of record
attending the Annual Meeting may vote in person even if they have previously
voted by proxy.
Dated at Vancouver, British Columbia, this 15th day of April,
2009.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Stephen Pineau
________________________________
Stephen Pineau
President, Chief
Executive Officer, Secretary and Director
Important Notice Regarding the Availability of Proxy
Materials for
the Companys Annual Meeting of Shareholders on May 20,
2009.
The Viscount Systems, Inc. Proxy Statement and 2008 Annual
Report to Shareholders are available
online at
www.proxyvote.com and
www.viscount.com
VISCOUNT SYSTEMS, INC.
PROXY STATEMENT
ANNUAL GENERAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 20,
2009
GENERAL
The enclosed proxy is solicited by the Board of Directors of
Viscount Systems, Inc., a Nevada corporation ("Viscount"), for use at the Annual
Meeting of Stockholders of Viscount (the Meeting) to be held at 10:00 a.m.
Pacific Daylight Time on Wednesday, May 20, 2009, at 4585 Tillicum Street,
Burnaby, British Columbia, Canada, and at any adjournment or postponement
thereof.
This Proxy Statement and the accompanying proxy card are being
mailed to the stockholders of Viscount on or about April 22, 2009.
OUTSTANDING SECURITIES AND VOTING RIGHTS
Only holders of record of Viscount's common stock, par value
$0.001 per share (the "Common Stock"), at the close of business on April 15,
2009, will be entitled to notice of, and to vote at, the Meeting. As at April
15, 2009, Viscount had 17,841,250 shares of Common Stock outstanding. Each share
of Common Stock is entitled to one vote at the Meeting.
The nominees for election to the Board of Directors who receive
the greatest number of votes cast for the election of Directors by the shares
present, in person or by proxy, will be elected Directors. Holders of Common
Stock are not allowed to cumulate their votes in the election of Directors. The
ratification of Davidson & Company LLP as the independent auditors for
Viscount for the year ending December 31, 2009 will require the affirmative vote
of a majority of outstanding shares of Common Stock present or represented and
entitled to vote.
A majority of the outstanding shares of Common Stock present in
person or represented by proxy constitutes a quorum for the transaction of
business at the Meeting. Broker non-votes occur when a person holding shares
through a bank or brokerage account does not provide instructions as to how his
or her shares should be voted and the broker does not exercise discretion to
vote those shares on a particular matter. Abstentions and broker nonvotes will
be included in determining the presence of a quorum at the Meeting. However, an
abstention or broker nonvote will not have any effect on the outcome for the
election of Directors.
PROXY VOTING
Shares for which proxy cards are properly executed and returned
will be voted at the Meeting in accordance with the directions noted thereon or,
in the absence of directions, will be voted "FOR" the election of each of the
nominees to the Board of Directors, and "FOR" the appointment of Davidson &
Company LLP, as the independent auditor for the current year. It is not expected
that any matters other than those referred to in this Proxy Statement will be
brought before the Meeting. If, however, other matters are properly presented,
the persons named as proxies will vote in accordance with their discretion with
respect to such matters.
The manner in which your shares may be voted by proxy depends
on how your shares are held. If you own shares of record, meaning that your
shares of Common Stock are represented by certificates or book entries in your
name so that you appear as a stockholder on the records of our stock transfer
agent, Pacific Stock Transfer Company, a proxy card for voting those shares will
be included with this proxy statement. You may vote those shares by completing,
signing and returning the proxy card at the following address: Advantage Proxy,
24925 13
th
Place South, Des Moines, WA 98198, fax number (206)
870-8492. Scanned copies of signed proxies can also be sent by email to
ksmith@advantageproxy.com
.
If you own shares through a bank or brokerage firm account, you
may instead receive a voting instruction form with this proxy statement, which
you may use to instruct how your shares should be voted. Just as
with a proxy, you may vote those shares by completing, signing
and returning the voting instruction form. Many banks and brokerage firms have
arranged for Internet or telephonic voting of shares and provide instructions
for using those services on the voting instruction form. If your bank or
brokerage firm uses ADP Investor Communication Services, you may vote your
shares via the Internet at
www.proxyvote.com
or by calling the toll-free
number on your voting instruction form.
All proxy cards must be received by our proxy tabulating
agent by no later than 48 hours prior to the time of the Meeting in order to be
counted at the meeting.
ATTENDANCE AND VOTING AT THE ANNUAL MEETING
If you own shares of record, you may attend the Meeting and
vote in person, regardless of whether you have previously voted on a proxy card.
If you own shares through a bank or brokerage firm account, you may attend the
Meeting, but in order to vote your shares at the meeting, you must obtain a
"legal proxy" from the bank or brokerage firm that holds your shares. You should
contact your account representative to learn how to obtain a "legal proxy." We
encourage you to vote your shares in advance of the Meeting date by one of the
methods described above, even if you plan on attending the Meeting. You may
change or revoke your proxy at the Meeting as described below even if you have
already voted.
REVOCATION
Any stockholder holding shares of record may revoke a
previously granted proxy at any time before it is voted by delivering to the
Secretary of Viscount a written notice of revocation or a duly executed proxy
card bearing a later date or by attending the Meeting and voting in person. Any
stockholder holding shares through a bank or brokerage firm may revoke a
previously granted proxy or change previously given voting instructions by
contacting the bank or brokerage firm, or by obtaining a legal proxy from the
bank or brokerage firm and voting at the Meeting.
PROPOSAL 1
ELECTION OF DIRECTORS
In accordance with Viscount's Bylaws, the Board of Directors
has fixed the number of Directors constituting the Board at two (2).
The Board of Directors proposes that Stephen Pineau and Greg
Shen be elected as Directors at the 2009 Annual Meeting, to hold office until
the ensuing annual general meeting or until their successor shall have been duly
appointed or elected and qualified.
Unless otherwise instructed, it is the intention of the persons
named as proxies on the accompanying proxy card to vote shares represented by
properly executed proxies for the election of such nominees. Although the Board
of Directors anticipates that the nominees will be available to serve as a
Directors of Viscount, if they should be unwilling or unable to serve, it is
intended that the proxies will be voted for the election of such substitute
nominee or nominees as may be designated by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH NOMINEE.
Nominees for the Board of Directors
Biographical information regarding the nominee for the Board of
Directors is set forth below:
Stephen Pineau
is the President, Chief Executive Officer,
Principal Financial Officer, Secretary and a Director of Viscount. He has served
as a Director and Officer of Viscount since July 27, 2001, and as a Director
and Officer of Viscounts wholly owned subsidiary, Viscount Communication
& Control Systems Inc. since July of 1997. He was employed at Viscount Communication
& Control Systems Inc., a predecessor entity which, at the time, was a subsidiary
of BC Tel, as Marketing Director from 1992-1995. He left Viscount Communication
to start Blue Mountain Technologies Inc., where he held office as President
from 1995 to 1997. Blue Mountain Technology Inc. replaced B.C. Tel as the main
Vancouver installation company of Viscount products. Since 1997 Mr. Pineau has
held office as President of the current Viscount Communication.
Greg D. C. Shen
is the Chairman of the Board and a
Director of Viscount. He has served as a Director and Officer of Viscount since
July 27, 2001, and as a Director and Officer of Viscounts wholly owned
subsidiary, Viscount Communication since July of 1997. Prior to Viscount
Communication, he acted as Production Manager at Microtel, a subsidiary of BC
Tel from 1975 to 1993. Mr. Shen was Chief Executive Officer of Viscount
Communication from 1997 to 2001 and Chairman of Blue Mountain Technologies Inc.
from 1997 to 2001. In 2001 he was appointed Chairman of Viscount. His primary
expertise and responsibilities related to Spacetel satellite products. Mr. Shen
has a Masters degree in Engineering from West Coast University at Los Angeles.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information regarding
the beneficial ownership of the Common Stock as of April 15, 2009 by:
(i)
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each person or entity known by Viscount to beneficially
own more than 5% of the Common Stock;
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(ii)
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each Director of Viscount;
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(iii)
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each of the named Executive Officers of Viscount;
and
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(iv)
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all Directors and executive officers as a
group.
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Except as noted below, Viscount believes that the beneficial
owners of the Common Stock listed below, based on information furnished by such
owners, have sole voting and investment power with respect to such shares.
Title of Class
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Name and Address
Of Beneficial Owner
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Amount of Beneficial
Ownership
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Percent of Class
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Common
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Stephen Pineau
President,
CEO, Secretary and Director
Richmond British Columbia, Canada
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4,292,175
[1]
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24.06%
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Common
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Greg D.C. Shen
Chairman and
Director
Vancouver, British Columbia, Canada
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3,962,575
[1]
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22.21%
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Common
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All directors and officers as a
group
(2 persons)
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8,254,750
[1]
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46.3%
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[1]
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These amounts include beneficial ownership of securities
not currently outstanding but which are reserved for immediate issuance on
exercise of options. In particular, these amounts include shares issuable
upon exercise of warrants and options as follows: 2,256,785 shares
issuable to Stephen Pineau and 1,361,875 shares issuable to Greg D. C.
Shen.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires Viscount's Directors, executive officers and persons who own
more than 10% of a registered class of Viscount's securities to file with the
SEC initial reports of ownership and reports of changes in ownership of Common
Stock and other equity securities of Viscount. Directors, executive officers and
greater than 10% stockholders are required by SEC regulation to furnish Viscount
with copies of all Section 16(a) reports they file.
To Viscount's knowledge, based solely on a review of the copies
of such reports furnished to Viscount, Viscount believes that during the year
ended December 31, 2008, its Directors, executive officers and greater than 10%
stockholders filed insider reports required under Section 16(a).
DIRECTORS AND EXECUTIVE OFFICERS
The following table contains information regarding the members
of the Board of Directors and the Executive of Viscount as of the Record Date:
Name
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Age
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Position(s)
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Stephen Pineau
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48
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President, Chief Executive Officer, Principal
Financial Officer, Secretary and Director
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Greg D. C. Shen
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63
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Chairman of the Board and Director
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All of the officers identified above serve at the discretion of
the Board and have consented to act as officers of Viscount. The biographies for
Stephen Pineau and Greg Shen are included above in Proposal 1, Election of
Directors.
RELATIONSHIPS AMONG DIRECTORS OR EXECUTIVE OFFICERS
There are no family relationships among any of the directors or
executive officers of Viscount.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
During 2008, there were no meetings of the Board of Directors.
All matters which required approval of the Board of Directors were consented to
in writing by all Directors.
The Board of Directors performs the functions of the Audit
Committee. Stephen Pineau, Viscounts President and Chief Executive Officer
performs the functions of the Compensation Committee. The functions performed by
these committees are summarized below.
Audit Committee
. The Audit Committee considers the
selection and retention of independent auditors and reviews the scope and
results of the audit. In addition, it reviews the adequacy of internal
accounting, financial and operating controls and reviews Viscount's financial
reporting compliance procedures.
In the course of its oversight of our financial reporting
process, the directors have: (1) reviewed and discussed with management our
audited financial statements for the year ended December 31, 2008; (2) received
a report from Davidson & Company LLP our independent auditors, on the
matters required to be discussed by Statement on Auditing Standards No. 61,
Communications with Audit Committees; (3) received the written disclosures and
the letter from the auditors required by Independence Standards Board Statement
No. 1, Independence Discussions with Audit Committee; and (4) considered
whether the provision of non-audit services by the auditors is compatible with
maintaining their independence and has concluded that it is compatible at this
time.
Based on the foregoing review and discussions, the Board has
concluded that the audited financial statements should be included in our Annual
Report on Form 10-K for the year ended December 31, 2008 filed with the SEC.
Compensation Committee
. The Compensation Committee
reviews and approves the compensation of Viscount's officers, reviews and
administers Viscount's stock option plans for employees.
Nominating Committee
. No Nominating Committee has been
appointed. Nominations of directors are made by the Board of Directors. The
Directors are of the view that the present management structure does not warrant
the appointment of a Nominating Committee.
DIRECTORS COMPENSATION
There are no standard arrangements pursuant to which directors
of Viscount are compensated for services provided as a Director or members of
committees of the Board of Directors. The Directors of Viscount did not receive
any compensation for the year ended December 31, 2008 for services provided as a
Director or member of a committee of the Board of Directors. However, Viscounts
subsidiary paid each director of the subsidiary CAD$4,000 during the year ended
December 31, 2008.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth all information concerning the
total compensation of Viscounts president, chief executive officer, chief
financial officer, and the three other most highly compensated officers during
the last fiscal year (the Named Executive Officers) during the last three
completed fiscal years for services rendered to Viscount in all capacities.
Name and
Principal
Position
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Year
Ended
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Salary
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Bonus
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Stock
Awards
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Option
Awards
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Non-Equity
Incentive Plan
Compensation
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Nonqualified
Deferred
Compensation
Earnings
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All Other
Compensation
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Total
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Stephen
Pineau
President,
Secretary,
CEO
|
2008
2007
2006
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$117,000
$117,000
$99,000
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Nil
Nil
Nil
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Nil
Nil
Nil
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Nil
Nil
Nil
|
Nil
Nil
Nil
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Nil
Nil
Nil
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$4,000 [1]
$4,000 [1]
$4,000
[1]
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$121,000
$121,000
$103,000
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Greg Shen
Chairman
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2008
2007
2006
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$57,802
$57,242
$57,242
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Nil
Nil
Nil
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Nil
Nil
Nil
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Nil
Nil
Nil
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Nil
Nil
Nil
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Nil
Nil
Nil
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$4,000 [1]
$4,000 [1]
$4,000 [1]
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$61,802
$61,242
$61,242
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[1] These amounts were paid as Directors Fees.
OPTIONS GRANTED DURING THE MOST RECENTLY COMPLETED FINANCIAL
YEAR
The board of directors has approved the issuance of stock
options to our employees, directors, officers and consultants. Unless otherwise
provided by the board of directors, all vested options are exercisable for a
term of five years from the date of grant.
AGGREGATED OPTION EXERCISES DURING THE MOST RECENTLY
COMPLETED FINANCIAL YEAR AND FINANCIAL YEAR-END OPTION/SAR VALUES
No stock options were exercised by the Named Executive Officers
during the Companys fiscal year ended December 31, 2008.
TERMINATION OF EMPLOYMENT, CHANGE IN RESPONSIBILITIES AND
EMPLOYMENT CONTRACTS
Stephen Pineau President, Chief Executive Officer,
Secretary and Director:
On March 31, 2002, Viscounts wholly owned
subsidiary, Viscount Communication, entered into an employment agreement with
Mr. Stephen Pineau, pursuant to which Mr. Pineau serves as President and Chief
Executive Officer of Viscount Communication. The agreement provides for a
current annual base salary of CAD$117,000. The initial term for Mr. Pineaus
agreement is one year with automatic renewal unless a minimum 30 days notice is
given by Viscount Communication.
Greg D. C. Shen Chairman and Director:
On January 1,
2001, Viscounts wholly owned subsidiary, Viscount Communication, entered into
an employment agreement with Mr. Greg Shen, pursuant to which Mr. Shen serves as
Chairman of the Board of Viscount Communication. The agreement provides for a
current annual base salary of CAD$57,242. The initial term for Mr. Shens
agreement is one year with automatic renewal at the employees discretion unless
a minimum 30 days notice is given by Viscount Communication.
STATEMENT OF CORPORATE GOVERNANCE PRACTICE
Pursuant to applicable securities laws, the Company addresses
matters relating to constitution and independence of directors, the functions to
be performed by the directors of a company and their committees and
effectiveness and evaluation of proposed corporate governance guidelines and
best practices specified by the Canadian securities regulators. The Companys
approach to corporate governance is set out in the attached Schedule A.
AUDIT COMMITTEE
Pursuant to applicable securities laws, the Company must
disclose annually certain information concerning the constitution of its audit
committee, as set forth in the following.
The Companys audit committee is comprised of the Board of
Directors. All of the audit committee members are financially literate.
The Company has adopted a Charter of the Audit Committee of the
Board of Directors, which is set out in the attached Schedule B.
Since the commencement of the Companys most recently completed
financial year, the Companys Board of Directors has adopted a recommendation of
the audit committee to nominate and compensate an external auditor.
The Company has not relied on the exemptions contained in
applicable securities laws, including the following: (a) an exemption from the
requirement that the audit committee must pre-approve all non-audit services to
be provided by the auditor, where the total amount of fees related to the
non-audit services are not expected to exceed 5% of the total fees payable to
the auditor in the fiscal year in which the non-audit services were provided;
and (b) an exemption permitting a company to apply to a securities regulatory
authority for an exemption from the requirements of applicable securities laws,
in whole or in part.
The audit committee has not adopted specific policies and
procedures for the engagement of non-audit services. Subject to the requirements
of applicable securities laws, the engagement of non-audit services is
considered by the Companys Board of Directors, and where applicable the audit
committee, on a case-by-case basis.
COMPENSATION COMMITTEE
Compensation Committee Interlocks and Insider Participation
The Compensation Committee is comprised solely by Stephen
Pineau, in his capacity as President, Chief Executive Officer and Director.
Compensation Committee Report
The Board has not prepared a report on executive compensation
at this time.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with management and others
No transactions with management or other parties occurred
during the year that would otherwise be reported under this section.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Davidson & Company LLP were appointed as Viscount's
independent auditors on December 15, 2005, and have been appointed by the Board
to continue as Viscount's independent auditor for Viscount's fiscal year ending
December 31, 2009.
The fees for services provided by Davidson & Company LLP to
us in each of the fiscal years ended 2007 and 2008 were as follows:
Fees
|
2007
|
2008
|
Audit fees
|
CAD$40,000
|
CAD$50,000
|
Audit related fees
|
Nil
|
Nil
|
Tax
fees
|
CAD$6,000
|
CAD$6,500
|
All
other fees
|
Nil
|
Nil
|
Although the appointment of Davidson & Company LLP is not
required to be submitted to a vote of the stockholders, the Board believes it
appropriate as a matter of policy to request that the stockholders ratify the
appointment of the independent public accountant for the fiscal year ending
December 31, 2009. In the event a majority of the votes cast at the meeting are
not voted in favor of ratification, the adverse vote will be considered as a
direction to the Board of Directors of Viscount to select other auditors for the
fiscal year ending December 31, 2009. A representative of Davidson & Company
LLP is not expected to be present at the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF
THE APPOINTMENT OF DAVIDSON & COMPANY LLP AS VISCOUNT'S INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.
OTHER MATTERS
Viscount knows of no other matters that are likely to be
brought before the Meeting. If, however, other matters not presently known or
determined properly come before the Meeting, the persons named as proxies in the
enclosed proxy card or their substitutes will vote such proxy in accordance with
their discretion with respect to such matters.
PROPOSALS OF STOCKHOLDERS
Proposals which stockholders wish to be considered for
inclusion in the Proxy Statement and proxy card for the 2010 Annual Meeting of
Stockholders must be received by the Secretary of Viscount by December 1, 2009
and must comply with the requirements of Rule 14a-8 under the Securities
Exchange Act of 1934, as amended.
In addition, Viscount's Bylaws include advance notice provisions
that require stockholders desiring to bring nominations or other business before
an annual stockholders meeting to do so in accordance with the terms of the
advance notice provisions. These advance notice provisions require that, among
other things, stockholders give timely written notice to the Secretary of Viscount
regarding such nominations or other business. To be timely, a notice must be
delivered to the Secretary at the principal executive offices of Viscount not
more than 90, but not less than 60, days prior to the date of the Annual Meeting.
Accordingly, a stockholder who intends to present a nomination
or proposal at the 2010 Annual Meeting of Stockholders without inclusion of the
proposal in Viscount's proxy materials must provide written notice of the
nominations or other business they wish to propose to the Secretary no later
than December 1, 2009. Viscount reserves the right to reject, rule out of order,
or take other appropriate action with respect to any proposal that does not
comply with these and other applicable requirements.
ANNUAL REPORT ON FORM 10-K
A COPY OF VISCOUNT'S COMBINED ANNUAL REPORT TO STOCKHOLDERS AND
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008 ACCOMPANIES THIS
PROXY STATEMENT AND IS IN THE FORM ANNEXED TO THE PROXY STATEMENT. AN ADDITIONAL
COPY WILL BE FURNISHED WITHOUT CHARGE TO BENEFICIAL STOCKHOLDERS OR STOCKHOLDERS
OF RECORD UPON REQUEST TO INVESTOR RELATIONS, VISCOUNT SYSTEMS, INC. SUITE 4585
TILLICUM STREET, BURNABY, BRITISH COLUMBIA, CANADA, V5J 5K9 OR BY CALLING (604)
327-9446.
Dated at Vancouver, British Columbia, this 15th day of April,
2009.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Stephen
Pineau
Stephen Pineau
President, Chief Executive Officer, Secretary and
Director
Schedule A
Statement of Corporate Governance Disclosure
The following description of the governance practices of the
Company is provided in accordance with the guidelines of applicable securities
laws (the Guidelines). The Guidelines address matters relating to independence
of directors, the functions to be performed by the directors of a company and
their committees and effectiveness and evaluation of proposed corporate
governance guidelines and best practices specified by the Canadian securities
regulators. The directors of the Company will continue to monitor the
developments and the various changes to the proposed corporate governance
guidelines and best practices and where applicable will amend its corporate
governance guidelines accordingly.
Guideline
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The Governance Disclosure of the
Company
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1.
Board of Directors
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Disclose how the Board of Directors (the Board)
facilitates its exercise of independent supervision over management,
including
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The Board consists of two (2) directors, of whom none are
independent. Stephen Pineau is the President, Chief Executive Officer, and
Corporate Secretary of the Company. Greg Shen is the Chairman of the
Company.
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(i) the identity of
directors that are independent, and
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(ii) the identity of
directors who are not independent, and the basis for that determination.
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The Board facilitates its exercise of independent
supervision over management by meeting or having discussions without
management present whenever it is deemed necessary and by requiring all
significant operational decisions to be approved by the Board.
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2.
Directorships
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If a director is presently a director of any other issuer
that is a reporting issuer (or the equivalent) in a jurisdiction or a
foreign jurisdiction, identify both the director and the other issuer.
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The directors of the Company are directors of the
following reporting issuers set opposite their names:
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Stephen Pineau None
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Greg Shen - None
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3.
Orientation and Continuing Education
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Describe what steps, if any, the Board takes to orient
new Board members, and describe any measures the Board takes to provide
continuing education for directors.
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Orientation and education of new members of the Board is
conducted informally by management and members of the Board. The
orientation provides background information on the Companys history,
performance and strategic plans.
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The Company does not have a formal continuing education
program for directors.
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4.
Ethical Business Conduct
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Describe what steps, if any, the Board takes to encourage
and promote a culture of ethical business conduct.
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The Board has not adopted a formal written code of
ethics. The Board is of the view that the requirements of the audit
committee charter, the directors fiduciary duties imposed by statute and
common law, and Board members ability to reference outside professional
advisors, facilitate the Company meeting ethical business standards.
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5.
Nomination of Directors
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Disclose what steps, if any, are taken to identify new
candidates for Board nomination, including:
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Given the size of the Board and nature of development of
the Companys business the Board has not appointed a nomination committee
or put in place formal procedures for the identification of new Board
member candidates. New nominees generally are proposed as the result of
recruitment efforts by Board members, including both formal and informal
discussions among Board members.
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(i) who identifies new
candidates, and
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(ii) the process of
identifying new candidates.
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6.
Compensation
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Disclose what steps, if any, are taken to determine
compensation for the directors and CEO, including:
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Members of the Board are not compensated for acting as
directors. The Board as a whole determines the stock option grants for
each director. Board members review the compensation of the senior
officers on an annual basis to ensure that it is competitive.
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(i) who determines
compensation, and
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(ii) the process of
determining compensation.
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7.
Other Board Committees
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If the Board has standing committees other than the
audit, compensation and nominating committees, identify the committees and
describe their function.
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The Board is satisfied that, in view of the size and
composition of the Board, it is more efficient and cost effective for the
full board to perform the duties that would be required by standing
committees, other than the audit committee.
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8.
Assessments
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Disclose what steps, if any, that the Board takes to
satisfy itself that the Board, its committees, and its individual
directors are performing effectively.
|
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The Board is satisfied that, in view of the size and
composition of the Board, no formal procedures are required to assess the
performance of the Board, its committees or individual directors.
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Schedule B
Charter of the Audit Committee of the Board of
Directors
of Viscount Systems, Inc. (the
Company)
Mandate
The primary function of the Audit Committee
(
Committee
) is to assist the Board of Directors in fulfilling its
financial oversight responsibilities by reviewing the following: (a) the
financial reports and other financial information provided by the Company to
regulatory authorities and shareholders; (b) the Companys systems of internal
controls regarding finance and accounting and the Companys auditing,
accounting; and (c) financial reporting processes. Consistent with this
function, the Committee will encourage continuous improvement of, and should
foster adherence to, the Companys policies, procedures and practices at all
levels. The Committees primary duties and responsibilities are to (i) serve as
an independent and objective party to monitor the Companys financial reporting
and internal control system and review the Companys financial statements; (ii)
review and appraise the performance of the Companys external auditors; (iii)
provide an open avenue of communication among the Companys auditors, financial
and senior management and the board of directors; and (iv) to ensure the highest
standards of business conduct and ethics.
Board of Directors as Initial Audit Committee
The Committee will be initially comprised of the full Board of
Directors. Where the Committee comprises the full Board of Directors, the
provisions of this Charter concerning composition, meetings outside the presence
of management, pre-approvals, and reporting of the Committee to the Board of
Directors will not be applicable.
Composition
When required under applicable Canadian or United States securities
policies or at the discretion of the Board of Directors, presuming the Board
of Directors has sufficient membership, the Committee will be comprised of three
directors, all of whom shall be free from any relationship that, in the opinion
of the Board of Directors, would interfere with the exercise of his or her independent
judgment as a member of the Committee.
All members of the Committee shall have accounting or related
financial management expertise. Notwithstanding the foregoing, a member of the
Committee who is not financially literate may be appointed to the Committee
provided that such member becomes financially literate within a reasonable
period of time following his or her appointment. For the purposes of the
Companys Charter, the definition of financially literate is the ability to
read and understand a set of financial statements that present a breadth and
level of complexity of accounting issues that are generally comparable to the
breadth and complexity of the issues that can presumably be expected to be
raised by the Companys financial statements.
The members of the Committee shall be elected by the board of
directors at its first meeting following the annual shareholders meeting.
Unless a Chair is elected by the full board of directors, the members of the
Committee may designate a Chair by a majority vote of the full Committee
membership.
Meetings
The Committee shall meet at least twice annually, or more
frequently as circumstances dictate. As part of its job to foster open
communication, the Committee will meet at least annually with the Chief
Executive Officer and/or the Chief Financial Officer and the external auditors
in separate sessions.
Responsibilities and Duties
To fulfill its responsibilities and duties, the Committee
shall:
Documents/Reports Review
|
(a)
|
Review and update this Charter
annually.
|
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(b)
|
Review the Companys financial statements, MD&A, any
annual and interim earning statements and press releases before the
Company publicly discloses this information and any reports or other
financial information (including quarterly financial statements), which
are submitted to any governmental body, or to the public, including any
certification, report, opinion or review rendered by the external
auditors.
|
External Auditors
|
(a)
|
Review annually the performance of the external auditors
who shall be ultimately accountable to the board of directors and the
Committee as representatives of the shareholders of the Company.
|
|
(b)
|
Obtain annually a formal written statement of external
auditors setting forth all relationships between the external auditors and
the Company.
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(c)
|
Review and discuss with the external auditors any
disclosed relationships or services that may impact the objectivity and
independence of the external auditors.
|
|
(d)
|
Take or recommend that the full board of directors take
appropriate action to oversee the independence of the external
auditors.
|
|
(e)
|
Recommend to the board of directors the selection and,
where applicable, the replacement of the external auditors nominated
annually for shareholder approval.
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(f)
|
At each meeting, consult with the external auditors,
without the presence of management, about the quality of the Companys
accounting principles, internal controls and the completeness and accuracy
of the Companys financial statements.
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|
(g)
|
Review and approve the Companys hiring policies
regarding partners, employees and former partners and employees of the
present and former external auditors of the Company.
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|
(h)
|
Review with management and the external auditors the
audit plan for the year-end financial statements and intended template for
such statements.
|
|
(i)
|
Review and pre-approve all audit and audit-related
services and the fees and other compensation related thereto, and any
non-audit services, provided by the Companys external auditors. The
pre-approval requirement is waived with respect to the provision of
non-audit services if:
|
|
|
|
|
|
i.
|
the aggregate amount of all such non-audit services
provided to the Company constitutes not more than 5% of the total amount
of fees paid by the Company to its external auditors during the fiscal
year in which the non-audit services are provided;
|
|
|
ii.
|
such services were not recognized by the Company at the
time of the engagement to be non-audit services; and
|
|
|
iii.
|
such services are promptly brought to the attention of
the Committee by the Company and approved prior to the completion of the
audit by the Committee or by one or more members of the Committee who are
members of the board of directors to whom authority to grant such
approvals has been delegated by the Committee.
|
Provided the pre-approval of the
non-audit services is presented to the Committees first scheduled meeting
following such approval such authority may be delegated by the Committee to one
or more independent members of the Committee.
Financial Reporting Processes
|
(a)
|
In consultation with the external auditors, review with
management the integrity of the Companys financial reporting process,
both internal and external.
|
|
(b)
|
Consider the external auditors judgments about the
quality and appropriateness of the Companys accounting principles as
applied in its financial reporting.
|
|
(c)
|
Consider and approve, if appropriate, changes to the
Companys auditing and accounting principles and practices as suggested by
the external auditors and management.
|
|
(d)
|
Review significant judgments made by management in the
preparation of the financial statements and the view of the external
auditors as to appropriateness of such
judgments.
|
|
(e)
|
Following completion of the annual audit, review
separately with management and the external auditors any significant
difficulties encountered during the course of the audit, including any
restrictions on the scope of work or access to required
information.
|
|
(f)
|
Review any significant disagreement among management and
the external auditors in connection with the preparation of the financial
statements.
|
|
(g)
|
Review with the external auditors and management the
extent to which changes and improvements in financial or accounting
practices have been implemented.
|
|
(h)
|
Review certification process for certificates required
under National Instrument 52-109 and Section 302(a) of the Sarbanes-Oxley
Act.
|
|
(i)
|
Establish a procedure for the confidential, anonymous
submission by employees of the Company of concerns regarding questionable
accounting or auditing matters.
|
Other
|
a)
|
Review any related party transactions.
|
|
b)
|
Review reports from persons regarding any questionable
accounting, internal accounting controls or auditing matters (Concerns)
relating to the Company such that:
|
|
|
|
|
|
i.
|
an individual may confidentially and anonymously submit
their Concerns to the Chairman of the Committee in writing, by telephone,
or by e-mail;
|
|
|
ii.
|
the Committee reviews as soon as possible all Concerns
and addresses same as they deem necessary; and
|
|
|
iii.
|
the Committee retains all records relating to any Concern
reported by an individual for a period the Committee judges to be
appropriate.
|
All of the foregoing in a manner that the individual submitting
such Concerns shall have no fear of adverse consequences.
VISCOUNT SYSTEMS, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder of Viscount Systems, Inc., hereby
appoints Stephen Pineau, President of the Company, or failing him, Greg D. C.
Shen, a director of the Company, or any one of them, or in the place of the
foregoing the following person _____________________
(insert name)
, with
full power of substitution in each, as proxies to cast all votes which the
undersigned stockholder is entitled to cast at the Annual General Meeting of
Stockholders to be held at 10:00 a.m. Pacific Daylight Time on May 20, 2009, at
4585 Tillicum Street, Burnaby, British Columbia Canada, or any adjournment or
postponement thereof, with authority to vote upon the matters set forth on this
Proxy Card.
BY SIGNING AND DATING THIS PROXY CARD, YOU AUTHORIZE THE
PROXIES TO VOTE EACH PROPOSAL AS MARKED, OR IF NOT MARKED, TO VOTE FOR EACH
PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE ANY OTHER MATTER THAT MAY PROPERLY
COME BEFORE THE MEETING.
The undersigned hereby acknowledges receipt of Viscount's Proxy
Statement and hereby revokes any proxy or proxies previously given.
IMPORTANT PLEASE SIGN AND RETURN YOUR COMPLETED
PROXY
CARD PROMPTLY. YOUR VOTE IS IMPORTANT!
Please mark your votes as indicated in this example:[X]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1 and
2.
Item
1 The election of Directors to serve until the
next Annual Meeting of Stockholders as provided in the Articles of
Incorporation, or until his or her successor is duly elected and qualified.
NOMINEE: Greg Shen
FOR
WITHHOLD
[
]
[ ]
NOMINEE: Stephen Pineau
FOR
WITHHOLD
[
]
[ ]
Item 2
- Approval of the appointment of Davidson &
Company LLP, Chartered Accountants as the independent auditor for the year
ending December 31, 2009.
FOR
WITHHOLD
[
]
[ ]
All of the proposals set forth above are proposals of the
Company. None of the proposals are related to or conditioned upon approval of
any other proposal.
In their discretion, the proxies are authorized to vote upon
such other matters as may properly come before the meeting or any adjournments
or postponements thereof.
THIS PROXY MUST BE SIGNED AND DATED BELOW:
REGISTERED HOLDER SIGN HERE:
____________________________________
PRINT NAME HERE:
_________________________________________________
DATE SIGNED:
_____________________________________________________
NUMBER OF SHARES VOTED:
________________________________________
Please sign above exactly as your name appears on this Proxy
Card. If shares are registered in more than one name, the signatures of all such
persons are required. A corporation should sign in its full corporate name by a
duly authorized officer, stating his/her title. A corporation must attach a copy
of the corporate resolution authorizing the duly authorized officer to sign this
Proxy Card. Trustees, guardians, executors and administrators should sign in
their official capacity, giving their full title as such and attaching
documentation supporting their authority to sign. If a partnership, please sign
in the partnership name by authorized person(s) and attach a partnership
resolution.
All proxies must be received by the tabulating agent not
less than forty-eight (48) hours, excluding Saturdays, Sundays, and
holidays
,
prior to the time of the meeting in order to be counted.
The address for the tabulating agent is as follows: Advantage Proxy, 24925
13
th
Place South, Des Moines, Washington, 98198, or fax number (206)
870-8492. Scanned copies of signed proxies can also be sent by email to
ksmith@advantageproxy.com.
THANK YOU FOR VOTING.
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