SOURCE: Permain Investment Partners

May 16, 2012 12:14 ET

SSB S.p.A: Director Clarifies Her Resignation

LONDON--(Marketwire - May 16, 2012) - Please find below the response of Ms. Goldenberg to the press releases issued by Screen Service on 18 and 20 April 2012.


"With regard to the previous, recently issued, press releases regarding my resignation as member of the Board of Directors of Screen Service Broadcasting Technologies S.p.A. (hereinafter, "Screen Service" or the "Company"), this is to specify further the reasons which led Cara Goldenberg to resign as member of the Board of Directors of Screen Service.

Since my appointment by co-optation as member of the Board of Directors of Screen Service, on 28 November 2011, I have always been monitoring with great care -- in the interest of all Screen Service stakeholders -- the Company's economic and financial situation, for the purpose of contributing effectively to timely identifying solutions for any prompt corrective measures.

The directors without delegated powers have specific obligations under the law (art. 2381 of the Italian Civil Code) and under the Corporate Governance Code for listed companies.
In fact, they shall:

a) evaluate the adequacy of the company's organization, administrative and accounting structure;
b) when drafted, review the strategic, industrial and financial plans of the company, monitoring their implementation periodically;
c) evaluate, on the basis of the report of the delegated bodies, the general trend of the management;
d) act being informed, each director may/must request the delegated bodies that information on the management of the company be given to the board.

As you know, the Corporate Governance Code (the "Code") provides also that non-executive directors shall bring their specific expertise to board discussions and contribute to the adoption of fully informed decisions paying particular care to the areas where conflicts of interest may exist (art. 2.P.2), with the consequence that the number, competence, authority and time availability of non-executive directors shall be such as to ensure that their judgment may have a significant impact on the taking of board's decisions (art. 2.P.3).

As set forth in the Code, the non-executive directors "enrich" the board's discussion with competences formed outside the company, having a general strategic character or a specific technical one. Such competences permit to analyze the different matters under discussion from different standpoints and, therefore, contribute to "nourish the dialectics that is the distinctive precondition for a meditated informed corporate decision".

It is not coincidence that the Code expressly requests the directors who accept their appointment to "devote the necessary time to the diligent performance of their duties, also taking into account the commitment relating to their own work and professional activity, the number of offices held as director or statutory auditor in other companies" (art. 1.C.2), it being understood that "the appointment of one or more managing directors, or of an executive committee, plus the fact that the business activity is exercised through several subsidiaries, does not relieve the board of the tasks entrusted to it" (..) since "the board is (..)required to delegate powers in such a way that the board does not appear to be divested of its prerogatives".

That being said, I have always acted proactively within Screen Service in compliance with my prerogatives.

Therefore I reject as totally groundless the allegations that my contribution to board discussions and dialectics was focused on supporting my self-candidacy as CEO of the Company.

More specifically I reject as groundless the declarations made in the press releases of Screen Service dated 18 April 2012 and 20 April 2012 about my self-candidacy as CEO of the Company and my following resignation due to its rejection by the Company.

I also deny Screen Service press release dated 20 April 2012, where it refers to the following circumstances: (a) that at the Board of Directors of 3 April 2012 I submitted a "rescue plan" consisting of a single sheet in which a non-better specified "summary of urgent measures" was outlined"; (b) that there is no evidence in the company's records that I attended the meeting to ask for a reorganization plan or its implementation or to report a possible deterioration of the Company's financial situation.

I confirm on the other hand, that for the purpose of contributing proactively to the board activity, I illustrated to the Board of Directors of 3 April 2012 a memo about some measures to be adopted, which took into account the preliminary cash management analysis carried out by an external advisor, appointed by the Company's former Board of Directors. Obviously this memo did not intend to be a rescue plan for the Company. Further, on more occasions I emphasized the need to put initiatives in place to avoid a deterioration of the Company's financial situation.

That being said, I deem it proper to clarify that my resignation is only due to the impossibility to perform fairly and completely my duties as minority director within the Company, in a context that should promote both the contribution of all professionals to board discussions, and the analyses of the different items from all perspectives, and in which the discussions, whether heated or not, among directors be always founded on the construction of value for stakeholders, which is an essential pre-condition for joint decisions.

This is to protect my image and reputation.

Yours sincerely,

Cara Goldenberg"

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