MAGNA INTERNATIONAL INC. 
By BUILDS UPON PRIOR INITIATIVES TO EVOLVE ITS CORPORATE GOVERNANCE PRACTICES
AURORA, ON, Jan. 24, 2012 /PRNewswire/ - Magna International Inc. (TSX: MG, NYSE: MGA) today announced that its Board has adopted a number of further corporate governance enhancements as part of the evolution of its corporate governance practices.
"The changes adopted today underscore that the Board continues to be responsive to, and is fully aligned with, shareholder interests," said Magna Chairman Michael Harris. "Since the completion of the plan of arrangement in August 2010, the Board has implemented a number of enhancements to its corporate governance practices while continuing to emphasize the key operating principles and Corporate Constitution that have been the cornerstone of Magna's historical success. During this same time, the Board has also approved several increases to Magna's dividend, bought back shares under a share buy-back program and overseen a number of acquisitions, while continuing to emphasize the strong financial discipline that has enabled Magna to have one of the strongest balance sheets in the industry. We believe that the Board's record demonstrates its continued commitment to building long-term shareholder value."
The shareholder-friendly enhancements adopted by the Board today include:
-- Say on Pay: Commencing with Magna's 2012 annual
meeting, shareholders will vote on an
advisory resolution relating to the
company's approach to executive
compensation.
-- Full Majority Voting:: Magna's existing majority voting
policy has been amended to clarify
that a resignation delivered by a
director who receives more "Withhold"
votes than "For" votes, will be
accepted unless there are
extraordinary circumstances that
would justify rejecting the
resignation. After receiving the
recommendation of the Nominating
Committee, the independent directors
of the Board who secure a majority of
"For" votes will accept or reject a
resignation no more than 90 days
after the meeting at which the
director election occurred. The
decision made by the independent
directors will be publicly disclosed
by press release and reasons will be
provided if a resignation under the
policy is rejected.
-- Director Stock Options Compensation for Magna's independent
Eliminated: directors will not include any new
grants of stock options. No stock
options have been granted to
independent directors since May 2010.
-- Disclosure of Detailed While Magna previously announced that
Voting Results: disclosure will be made of detailed
voting results relating to each
shareholder meeting beginning with
our 2012 annual meeting, the Board
approved a formal policy confirming
that Magna will publicly disclose the
number and percentage of votes cast
on every matter at each shareholders'
meeting.
-- Board Renewal: In connection with the ongoing
process of Board renewal, Russell
Reynolds Associates has been engaged
to assist in the search for
additional independent directors who
will be nominated for election at
Magna's 2012 annual meeting. The
current search prioritizes candidates
with strong financial, automotive,
global business and/or corporate
governance expertise. Through the
current search, the Board seeks to
build upon the process of orderly
board renewal following the
retirement from the Board of three
directors in 2010/2011 and the
election of two new independent
directors in May 2011. Additionally,
for 2012, the independent directors
(collectively) will oversee the
director search and nominating
functions.
-- Director Education: The Board adopted a formal director
education policy to help ensure that
Magna's directors are provided with
ongoing education relating to the
company's business and industry, as
well as various other topics such as
corporate governance, risk management
and executive compensation.
-- Board Evaluation: In order to enhance the effectiveness
of the Board's self-evaluation,
recognized corporate governance
expert Carol Hansell of Davies Ward
Phillips & Vineberg will facilitate
the evaluation process of the Board
and directors in respect of 2011.
The enhancements described above are reflected in a revised Board Charter, which can be found on Magna's website under "Corporate Governance".
ABOUT MAGNA
We are the most diversified automotive supplier in the world. We design, develop and manufacture automotive systems, assemblies, modules and components, and engineer and assemble complete vehicles, primarily for sale to original equipment manufacturers of cars and light trucks. Our capabilities include the design, engineering, testing and manufacture of automotive interior systems; seating systems; closure systems; body and chassis systems; vision systems; electronic systems; exterior systems; powertrain systems; roof systems; hybrid and electric vehicles/systems; as well as complete vehicle engineering and assembly.
Magna has over 107,000 employees in 286 manufacturing operations and 88 product development, engineering and sales centres in 25 countries.
FORWARD LOOKING STATEMENTS
THIS RELEASE MAY CONTAIN STATEMENTS WHICH CONSTITUTE "FORWARD-LOOKING STATEMENTS" UNDER APPLICABLE SECURITIES LEGISLATION AND ARE SUBJECT TO, AND EXPRESSLY QUALIFIED BY, THE CAUTIONARY DISCLAIMERS THAT ARE SET OUT IN MAGNA'S REGULATORY FILINGS. PLEASE REFER TO MAGNA'S MOST CURRENT MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION, ANNUAL INFORMATION FORM AND ANNUAL REPORT ON FORM 40-F, AS REPLACED OR UPDATED BY ANY OF MAGNA'S SUBSEQUENT REGULATORY FILINGS, WHICH SET OUT THE CAUTIONARY DISCLAIMERS, INCLUDING THE RISK FACTORS THAT COULD CAUSE ACTUAL EVENTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING STATEMENTS. THESE DOCUMENTS ARE AVAILABLE FOR REVIEW ON MAGNA'S WEBSITE AT WWW.MAGNA.COM.
SOURCE Magna International Inc.
