Who is right and who is wrong?
Letter to the editor
For the information of the shareholders in the region, I am posing this question for both the new officers of Calista and the President/CEO Andrew Guy because they owe it to the shareholders regarding the alleged loans made to messengers Mike Akerelrea and Harley Sundown. I want to highlight this because the attorney, Walter Featherly made this a very big issue and one of the biggest issues and possible grounds for removing some of the directors for potential conflicts as was addressed in the original complaint filed by John Angaiak. As was mentioned before, John Angaiak also filed an amended complaint incorporating information that was at least five years old after a staff member dug out this information from the Calista records and claimed that the Chairman, Art Heckman, Sr., approved the loans. As I shared, this was totally false based on the paperwork I obtained and it clearly showed these as advances and not loans.
Let us look at this in a rational way and any shareholder should be able to understand how this particular issue is meaningless and has absolutely no grounds for them to claim that there was such a loan. As was provided in the annual meeting packet, the regional corporation is obligated to disclose how much the key personnel for Calista Corporation are compensated on an annual basis, so let’s look at this in a more concrete manner. The president/CEO is very well compensated and has an annual salary of $345,020 and now take the advance of $400 to messenger Michael Akerelrea and divide it into the president’s salary and you will come out with the following. This advance that was initiated is .0011593 percent of the president’s salary and would barely make a dent in the overall financial situation of the company. You can also take the alleged $2,600 advance to Harley and divide it with the president’s salary and it comes out to .0075357 percent and here again this will barely affect the overall financial situation of the company. By rationalizing this in a different approach, the regional corporation will be paying more for legal fees than to try and hide it so that it has absolutely no bearing on the final outcome of their alleged complaints.
I would also like to share what transpired in one of our meetings in which the board was in the process of deliberating of some resolutions that needed to be adopted by the board. Before I do that I need to share that there were three shareholders present at that meeting, George Owletuck, Bruno Kasayulie, Jr. and Showalter Smith because they all stated for the record that they were there as concerned shareholders. What happened during this meeting is really uncalled for because one of the three took out corporate information, the resolutions and immediately shared them with the media. I need to point out here that the regional corporation has a standing policy not to share corporate information, especially those that have not been adopted as corporate records without the express consent of the board of directors and management. All the shareholders are witnesses to what happened because you all saw this information that was broadcast to all who watch the KYUK news and the Channel 2 news media in Anchorage. When Rhonda McBride came to the office and even called to inquire about these resolutions, she indicated that she received them from an anonymous source and I will leave the judgment to all who may be concerned regarding this and other sensitive and confidential corporate information that belongs to the company and no one else which leaked out prior to adoption.
I, as a past director, also need to share the following regarding the legal counsel, Walter Featherly because correspondence was sent to him advising him of potential conflict of interest. For the record, he never responded to this correspondence but some relevant information needs to come out because shareholders are not aware of what transpired prior to all that happened. He came to the office as legal counsel for the regional corporation at the specific request of President/CEO Andrew Guy and we, as directors, questioned this because hiring an outside legal counsel needs the approval of the full board. Since this was never brought to our attention, we really questioned this and management had no response, but here he was providing legal advice for the regional corporation regarding the early bird prizes subject to the original annual meeting of June 2012. He also provided legal advice on what was identified as the 100-word limit on a candidates statement because several of the candidates exceeded the 100-word limit and this was only identified in the candidate application and not considered a policy within the company. The only question on my mind is why these and other issues could not be handled with in-house legal counsel but the president/CEO overstepped his employment conditions and hired outside legal counsel without board approval.
What happened next is really amazing, because messenger John Angaiak was now being represented by Walter Featherly and the official complaint and the amended complaint was filed by the attorney. In our meeting, we made a specific request and that was to terminate the outside legal counsel services of Mr. Featherly and the next thing we found out he was now representing Willie Kasayulie, George Guy and Margaret Pohjola on a pro-bono basis, free legal advice. After creating a storm during and prior to the annual meeting, he leaves with no strings attached. There is an apparent conflict of interest in regards to this legal counsel because he was representing the regional corporation then suddenly representing four active directors, that of Angaiak, Kasayulie, Guy and Pohjola. It gets more interesting, because while the nominating committee was in the process of adopting the annual meeting packet, this same attorney was now representing a candidate for the at-large seat, Ms. Marcie Sherer. Any reasonable business minded person can clearly see an apparent conflict of interest on the part of Walter Featherly and one email sent to Marcie Davis, in-house legal counsel for Calista from Walter Featherly requesting her to send the amended complaint to all the active directors for Calista Corporation. My question is how he can even suggest such a thing because this in total violation of our Code of Business Ethics for Directors, because in there a director has to go through the process as outlined in the code for filing a complaint.
By his suggestion, he totally violated our code by sending the amended complaint to all the directors without going through the due process we have adopted in addressing complaints against directors in good standing. Our code specifically states that the complaint has to be sent to the chairman of the board and if he is in conflict, then it is sent to the vice chairman and if he is in conflict then it is sent to an appointed officer or the chairman of the ethics committee. For me, this is really undue influence by an outside legal counsel and more importantly, he is delving into local and regional corporation politics and he should have remained neutral throughout this whole process and stayed out of it totally. All the shareholders present at the annual meeting also witnessed his influence and direction espousing that any shareholder has an absolute right to legal representation, so this opened the door for any shareholder has an absolute right to legal representation, if he/she disagrees with what is happening within the regional corporation operations and now the annual meeting.
Finally, I cannot understand the rationale behind the effort by shareholder Mike Williams to remove seven directors who have a long history of positive input for the regional corporation unless there is an apparent conflict of interest on his part with the president/CEO. For the record, I need to emphasize none of the seven directors have done nothing wrong as was clearly shown in the annual report, because our regional corporation is doing very well financially. It is clearly shown by this effort and other correspondence that I have been the target of removal because of some of the actions that I have initiated for the benefit of the company. I have been one of the outspoken directors during the regular and special board meetings throughout this whole process and remain committed to set the record straight for the mutual benefit of our shareholders. Recognizing this, I also remain cognizant about how one has to share information that is based on fact and not innuendos and material misrepresentations that have been aired through the media and other correspondence, which to this date many shareholders have been led astray.
I need to reiterate how important is was to remain discreet as possible and the president/CEO claimed I defamed him with the one liner I was directed to share regarding his administrative leave that was implemented by the board of directors. I am glad for one thing and that was the action we took was an absolute necessity based on what I witnessed as an active director for the regional corporation. As I shared during the radio talk show, all along we have been wisely advised by our elders that it is not good practice to immediately respond to some inquiries regarding some of our personnel. Many shareholders have expressed their concerns regarding the action that we took but we have to abide by what we adopted and that was to remain silent until the independent investigation was done and complete. To share anything would have been out of character and would have jeopardized the final outcome of the investigation. It appears the present board of directors and management along with the advice of legal counsel are going to attempt to address the concerns expressed by active directors’ one item at a time until we have exhausted the board issues that have been raised.
Thank you for giving me the opportunity to share my concerns on these and other matters.
— Felix P. Hess, past director and shareholder