CannTrust provided an interim update on the investigation being undertaken by a special committee of its board of directors.
The Special Committee was appointed by the Board of Directors to investigate a compliance report from Health Canada notifying the company that its greenhouse facility in Pelham, Ontario is non-compliant with certain regulations.
The Special Committee is comprised of Robert Marcovitch (chairman), Shawna Page, Mark Dawber, FCPA, and John Kaden, Esq., each of whom is independent of management of the company. Short biographies of the members of the Special Committee are provided below.
- Robert Marcovitch: Mr. Marcovitch is a seasoned chief executive with substantial business experience, managing companies with in excess of $1 billion dollars in revenue. Until recently, he was the President and CEO of K2 Sports, an international developer, manufacturer, marketer and distributor of winter sports equipment (and was previously with K2 from 1999 to 2011). His responsibilities included managing factories in Europe, the USA and Asia. He was previously the Chief Executive Officer at The Coleman Outdoor Company from 2011 until 2015, and prior to that, was Chief Executive Officer and President of Ride, Inc. from 1994 to 1999, which prior to its acquisition by K2 was a large publicly traded company.
- Shawna Page: Ms. Page brings years of experience in both the capital markets, as well as the consumer retail markets. Ms. Page spent 10 years working at Merrill Lynch Canada, followed by 10 years at TD Securities where she was Managing Director and Chief of Staff. In 2007, Shawna launched a unique mass-channel brand of gender-specific and condition-specific products into the highly regulated nutraceutical industry across Canada, and later in various international markets, which she successfully exited in November 2016.
- Mark Dawber: Mr. Dawber is a FCPA with significant public accounting experience having been an Audit Partner at Moore Stephens Hyde Houghton from 1971 until 1998 and BDO Canada LLP from 1999 to 2000. He has extensive public company experience having served on public company boards for many years as an independent director, chair of audit committees and as a member of governance and compensation committees. He has conducted numerous assignments for the Institute of Chartered Accountants of Ontario’s Professional Conduct Committee.
- John Kaden: Mr. Kaden is the Co-Founder, Managing Partner and Chief Investment Officer of Navy Capital Green Management LLC., a global investment firm based in New York City specializing in public and private investments in the emerging legal cannabis industry. Prior to this. Mr. Kaden was the co-Manager and Chief Investment Officer for Northwoods Capital Management LLC, a global hedge fund focused on the technology, media and telecom sector. Before joining Northwoods, Mr. Kaden was the Founder and Managing Partner of Cynthion Partners, a global macro hedge fund, from 2006 through to the end of 2013. Mr. Kaden graduated Magna Cum Laude with an A.B. from Harvard University and a J.D. from Yale Law School.
The Special Committee was appointed with a broad mandate to, among other things, investigate the company’s non-compliance with Health Canada regulations and ancillary matters, to make recommendations to the Board of Directors regarding any actions to be taken by CannTrust as a result of the investigation, and to assess any impact on the company’s bio assets, inventory, sales and revenue. The company, under the Special Committee’s supervision, is continuing to engage with Health Canada and filed a response to the Health Canada report on July 17, 2019. The company is awaiting Health Canada’s response.
The Special Committee’s investigation and deliberations are ongoing. The Special Committee’s chairman, Robert Marcovitch, said: “The Special Committee takes these issues very seriously and is committed to working with Health Canada to bring the company into compliance. Although we want to move as quickly as possible, we are mindful of the critical need to be thorough. We are determined to identify the root causes for all non-compliance issues, to take appropriate actions to address and remediate any issues with the company’s compliance culture and to restore trust in the company.”
During the past week, the Special Committee met several times with its legal counsel, McCarthy Tétrault LLP, and other advisors.