Pyxis Capital Inc.

Pyxis Capital Inc.

March 27, 2007 17:15 ET

Pyxis Capital Inc.: Corporate Governance Disclosure

TORONTO, ONTARIO--(CCNMatthews - March 27, 2007) - Pyxis Capital Inc.(TSX:PYX)(TSX:PYX.A) is pleased to announce the following update to its Audit and Corporate Governance Committee ("the Committee"): Roger Garon and Roy Collins are both independent and financially literate with respect to Multilateral Instrument ("MI") 52-110. J. Ian Flatt is financially literate but not independent with respect to MI 52-110 and effective March 23, 2007 was replaced by Richard Stoneman who is both independent and financially literate with respect to MI 52-110. Accordingly, all three members of the Committee are independent and financially literate. Additionally, the members have the following relevant education and experience: Mr. Garon has experience as a member of an audit committee of ProMetic Life Sciences Inc., another reporting issuer; Mr. Collins is a chartered accountant; and Mr. Stoneman is a research analyst with Dundee Securities. The Audit and Corporate Governance Committee has complied with all responsibilities of MI 52-110 however its disclosure of that compliance is not compliant with MI 52-110. Accordingly it will revise its Audit Committee Charter and the disclosure thereof and enact it prior to its annual meeting of shareholders on March 30, 2007. The Board of Directors has never refused to adopt any recommendation made by the Committee. The audit fees for the two preceding fiscal years were September 30, 2006 - $36,040 (March 31, 2006 - $90,524. The auditors have only been engaged for audit services.

Pyxis would also like to make the following corporate governance disclosures:

- Mssrs. Garon, Collins, Stoneman and Wong are independent

- Mssrs. Ian Flatt and director-elect Andrew Kim are not independent as they are either affiliated with a greater than ten percent shareholder and/or a member of management

- Accordingly a majority of the directors are independent being four of six directors

- The Independent Committee is assigned certain responsibilities and is composed solely of independent directors. These responsibilities include identifying new candidates for board nomination and approving related party transactions

- Any member of the Board having a material interest in a transaction or agreement recuses himself from the meeting at which the matter is considered to ensure exercise of independent judgment

- The Board determines the compensation of its officers which is generally reflective of the time commitments given by each employee

- Mr. Garon is also a director of Noranda Income Fund and ProMetic Life Sciences Inc.; Mr. Wong is also a director of Avcorp Industries Inc.

- The independent directors held four meetings since October 1, 2005, which are held at a minimum following meetings of the full board, without management and without non-independent directors being present

- The Chairman of the Board is not independent however, leadership of the independent directors is provided by the Chairman of the Independent Committee and Lead Director Mr. Collins

- All members of the Board attended all four meetings of the Board

- The Board has adopted a written code for directors, officers and employees and any breaches are reported directly to the Lead Director

- The Chairman of the Independent Committee and Lead Director monitors compliance with the code which can be obtained from the secretary of the Company

- The Board informally assesses annually its own effectiveness and the effectiveness and contribution of individual directors and its committees

Pyxis is a financial services company. The Company's shares are listed on the TSX under the symbol PYX and PYX.a.

Contact Information

  • Pyxis Capital Inc.
    Andrew Kim
    President and Chief Executive Officer
    (416) 867-9079
    (416) 867-1961 (FAX)
    Pyxis Capital Inc.
    Suite 402 - 4 King Street West
    Toronto, Ontario M5H 1B6