Investor relations

Section Index

• Shareholders information
• Proxy materials
• Financial reports
• Quarterly and annual general meeting presentations
• Analyst conference call
• Board of directors mandate
• Code of business conduct and ethics
• Press releases/News
• Board of Directors and President
• Documentations

 

Shareholders information

Velan Inc. went public in September 1996 after operating as a private company for 46 years. Velan shares trade on the Toronto Stock Exchange (TSX) under the ticker symbol VLN.

Please note that Velan's publicly filed documents can be found at Sedar.com, or you can click here.

Investor relations contact
Rishi Sharma Tel: (514) 748-7743
Fax: (514) 908-0180

E-mail: rishi.sharma@velan.com

Velan’s special meeting of shareholders will be held on Friday, May 5, 2023, at 10:00 am (Eastern time). The meeting will be held in a virtual format via live webcast.

Proxy materials

• Letter of Transmittal
• Management Information Circular Form
• Proxy Form
• S.C.Q. - Applications for Interim and Final Orders - Plan of Arrangement
• Voting Instruction Form (CA)
• Voting Instruction Form (US)

 

Financial reports

	2023 Submissions
	First Quarter 2022-23
	Second Quarter 2022-23
	Third Quarter 2022-23
	Fourth Quarter 2022-23
	2023 Consolidated Financial Statements
	2023 Management's Discussion and Analysis

 

	2022 Annual Report
	First Quarter 2021-22
	Second Quarter 2021-22
	Third Quarter 2021-22
	Fourth Quarter 2021-22

 

	2021 Annual Report
	First Quarter 2020-21
	Second Quarter 2020-21
	Third Quarter 2020-21
	Fourth Quarter 2020-21

 

	2020 Annual Report
	First Quarter 2019-20
	Second Quarter 2019-20
	Third Quarter 2019-20
	Fourth Quarter 2019-20

 

	2019 Annual Report
	First Quarter 2018-19
	Second Quarter 2018-19
	Third Quarter 2018-19
	Fourth Quarter 2018-19

 

	2018 Annual Report
	First Quarter 2017-18
	Second Quarter 2017-18
	Third Quarter 2017-18
	Fourth Quarter 2017-18

  

Quarterly presentations

Q4-F2023 Investor Presentation from May 18, 2023

Q3-F2023 Investor Presentation from January 12, 2023

​Q2-F2023 Investor Presentation from October 14, 2022

Q1-F2023 Investor Presentation from July 8, 2022

Annual general meeting presentations

Presentation from July 7, 2022

Analyst conference call

Board of directors mandate

Board of directors mandate


 

Code of business conduct & ethics

Velan has always been dedicated to the principles of ethical and legal business conduct. Because of the continuing emphasis being given to ethical corporate conduct together with the increasing complexity of legal requirements, management believes it is appropriate to revise and distribute a written Code of Business Conduct and Ethics to all Employees of the Velan group of companies (the "Company").

Everything the Company does is the direct result of the decisions made or actions taken by the Company's Employees (the “Employees”). The conduct of our business, the manner in which we discharge our obligations to those with whom we deal, the effectiveness and the good reputation of the entire organization — all depend upon the quality of our personnel and their commitment to a high standard of ethical behaviour. 

It is the responsibility of each Employee to respect and comply with this Code of Business Conduct and Ethics. Any breach of this Code may result in severe disciplinary measures.

Code of business conduct & ethics

 

Board of Directors

James A. Mannebach(2)(3) Chair of the Corporation Reno, Nevada, United States Born: 1960 Director since: 2018

Mr. Mannebach, BSBA, MBA, CPA, is CEO of Power-Sonic Corporation, a leading global provider of power supply and energy storage solutions and Managing Partner of Blackbird Group LLC, a private equity investment and management firm. Prior to March 2009, he was Group President and CEO of IMI PLC’s Precision Engineering business, a global engineering firm focused on motion and fluid control technologies. Prior to September 2004, Mr. Mannebach was Group Vice President of the Industrial Technology group of Roper Technologies, a leading global provider of process control, fluid metering and pump systems. Prior to 2003, Mr. Mannebach was employed by Emerson where he served as a Corporate Officer and held multiple senior leadership positions in the Company’s Process Control business group which focuses on process management, control valves, fluid metering and control solutions including senior positions at Fisher Controls, Rosemont and Micro Motion. Prior to 1988, Mr. Mannebach started his professional career at the global accounting, tax and advisory firm of Deloitte. As Managing Partner of Blackbird, Mr. Mannebach serves on the Board of Directors of Power-Sonic Corporation and AMS Automotive LP.
 

Rob Velan Vice-Chairman Montréal, Québec, Canada Born: 1971 Director since: 2013

Mr. R. Velan was employed by the Corporation from February 2004 to August 2012 successively as Director, Strategic, Planning and Business Development, President of the Corporation’s subsidiaries in UK and Germany and Vice-President, Marketing. From August 2012 to October 2013 he was President & Owner of Emergia Aerospace. In February 2014 he was rehired as Vice-President, Distribution for the Corporation and in February 2016 he was promoted to Vice-President, Customer Service. He was appointed Executive, International Operations on March 1, 2022 and was previously the Executive Vice President, General Manager, MRO & Aftermarket business unit. He holds an MBA from Cornell University and a professional director certification from Canada’s Institute of Corporate Directors (ICD.D).
 

Tom Velan(1) Director Montréal, Québec, Canada Born: 1952 Director since: 1976

Mr. Tom Velan is Director, Advisor, and former Chairman of the Corporation. He joined the Corporation in 1973 and held various positions with increasing levels of responsibility mainly in international sales and developing and managing foreign subsidiaries. Prior to being appointed President in 2003, he was Executive Vice-President, Export Sales and Overseas Operations. In 2011 he was appointed President & CEO. In 2015, he was appointed Chairman and CEO and on March 1, 2017, he was appointed Chairman of the Corporation according to the Corporation’s succession plan. He has been a director of the Corporation since 1976. Mr. Velan graduated with a B. Comm. from McGill in 1972. Mr. Velan holds a professional director certification by Canada’s Institute of Corporate Directors (ICD.D).
 

Ivan Velan Director Montréal, Québec, Canada Born: 1945 Director since: 1970

Mr. Ivan Velan joined the Corporation in early January 1970 soon after receiving an MBA from University of Michigan. He has had a 50-year business career in the valve business, all at the Corporation, serving in various management positions including Marketing Manager, VP Sales - North American Market, and Executive Vice President reporting to the then-CEO, Tom Velan. Until December 2019, he was Special Advisor to President and CEO, Yves Leduc. During his employment, Mr. Velan implemented the establishment and rework of the USA and Canadian distributor and agent networks as well as the introduction of three Distribution Centers in the United States. He served on the Corporation’s Board of Directors from mid 1970 until mid 2010, including about 5 years as Chairman. He was the representative to the US/CAN Valve Manufacturers Association from 1980, joining the Board there a few years later and was Chairman in 2013-14. He has also served for many years in the past on Boards at Concordia University, Montreal General Hospital Foundation, and Lower Canada College, all in Montreal.
 

Peter Velan Director Montreal, Quebec, Canada Born: 1947 Director since: 2022

Mr. Peter Velan is a corporate Director after working at Velan Inc from 1968 to 2003 as an EVP of Manufacturing, Engineering and IT.  Peter Velan served on the VI board starting from 1971 for 44 years and is a Director of Velan Holdings. Peter Velan graduated with a Mechanical Engineering degree from McGill.
 

Dahra Granovsky(2)(3) Director & Chair of the Corporate Governance and Human Resources Committee Toronto, Ontario, Canada Born: 1970 Director since: 2019

Ms. Granovsky, is the CEO of BA Folding Cartons, a full service manufacturer of folding cartons with 2 plants in Ontario. Prior to her role at BA Folding Cartons, Ms. Granovsky was the President and Managing Director at Chem-Ecol Ltd, a specialty blender of industrial oils and lubricants. Ms. Granovsky is also a director of Intertape (ITP). Ms. Granovsky is a Director and past President of Atlantic Packaging, where she worked from 1995-2010 in varied roles leading to President, IPG. Atlantic Packaging is a Leading Manufacturer of Liner and Medium and Corrugated cartons. Ms. Granovsky has over 21 years of experience in the manufacturing and distribution industry. She sits on the Board of Directors at Atlantic Packaging,  Hammond Power Solutions (TSX:HPS) where she is the chair of the governance committee and Intertape Polymer Group (TSX:ITP). Ms. Granovsky holds a BSc. and an MBA and resides in Toronto, Canada.
 

Suzanne Blanchet(2)(3) Director & Chair of the Audit Committee La Prairie, Québec, Canada Born: 1957 Director since: 2021

Ms. Blanchet, D.h.c., IAS. A, is a Corporate Director and is Chair of the Board of the RFAQ, an NFPO that works for the development of women-owned companies. She currently serves as a director of Resolute Forest Products (TSX), where she chairs the Environment and Health and Safety Committee, and of GDI Integrated Facility Services Inc. (TSX). She also serves as a director of Solmax and EBI, where she chairs the Audit Committee.   

Suzanne Blanchet pursued a career with the Cascades group for over 30 years, rising through the ranks to become President and Chief Executive Officer of Cascades Tissue Group from 1997 to 2014. Under her leadership, she grew the Tissue Division both organically and by acquisition to become the 4th largest player in North America in the retail, commercial and industrial sectors. She then held the position of Senior Vice President, Corporate Development for Cascades where she developed and implemented the ESG plan, as well as the entire innovation component for the group. Since 2017, Ms. Blanchet is a Corporate Director.

Ms. Blanchet studied Accounting Sciences at the Université du Québec à Trois-Rivières and is an accredited Corporate Director (ICD.A.). She has received prestigious awards including the Golden Stevie Award for the Executive Officer of Canada in 2013. In 2015, the Université du Québec en Outaouais [UQO] awarded her an honorary doctorate for her significant contribution as a pioneer in sustainable development and her innovative approaches in the pulp and paper sector were recognized.
 

Edward Kernaghan(2) Director Toronto, Ontario, Canada Born: 1971 Director since: 2021

Mr. Kernaghan has over 15 years of experience in the financial services business. He held the position of Executive Vice President at Kernaghan Securities, a firm he started along with his father, Ted Kernaghan, in 2001. He is currently a partner at Kernaghan & Partners and is President of Kernwood Limited.

He also currently serves on the board of four other TSX listed companies, namely Exco Technologies Ltd. (TSX:XTC). Waterloo Brewing Ltd. (TSX:WBR), Black Diamond Group Ltd. (TSX:BDI) and Obsidian Energy Inc. (TSX:OBE). Mr. Kernaghan is a graduate of the University of Toronto with a Master of Science in Theoretical Physics, and he has a Bachelor of Science, Honors degree from Queens University.
 

CEO and President

Bruno Carbonaro(1) CEO and President Paris, France Born: 1967 President since: 2019

Bruno Carbonaro was appointed CEO and President of Velan Inc. on December 1st, 2021 and has been President since 2019. Mr. Carbonaro, an engineer by training, brings more than 20 years of experience in the industrial equipment industry, spending the last eight years at Groupe Fives, a global engineering firm that supplies industrial equipment to numerous industries, including Steel, Aluminium, Logistics, Automotive, Aerospace and Defence and Energy, most recently as a member of the Executive Committee and Director of the company's Automobile division, with P&L responsibility for a global division composed of three business units, 1700 employees and just under €400 million in annual sales. Previously at Groupe Fives, he held the position of Director of Fives Nordon, one of the company's subsidiaries. Between 2002 and 2010, he held executive positions with Groupe Vallourec (2008 – 2009) as Director General of OCTG Europe and Groupe Legris Industries (2002-2008), where he worked in varied functions as a leader of business development, marketing, strategy execution and operations. He started his career in the automotive industry and at the Boston Consulting Group's Paris office. He received his Engineering education at Ecole Polytechnique in Paris, France.
 

NOTES:
(1) Holds the same respective offices with Velan Valve Corp. as with Velan.
(2) Member of the Corporation Governance and Human Resources Committee.
(3) Member of the Audit Committee.

 

Documentations

Canada Business Corporations Act

• Certificate of Amendment (Sept 26 1996)
• Certificate of Amendment (Sept 17 1996)
• Certificate of Amendment (May 25 1992)
• Certificate of Amendment (May 17 1991)
• Certificate of Amendment (Feb 20 1981)
• Certificate of Continuance (Feb 11 1977)

Board Committee Charters

• Corporate governance and human resources committee charter (April 2022)
• Audit Committee Charter (March 2018)

Position Descriptions

• Lead Director
• Chair of the Board of Directors  

Policies

• Majority Voting Policy (Jan 11 2012)
• By Laws (2020)
• Anti-bribery and Anti-corruption (2018)
• Whistle Blowing Blowing Policy (February 2022)
• Disclosure Controls and Procedures Overview (February 2022)
• Velan Inc. Trading Policy (February 2022)
• Anonymous and Confidential Whistle Blowing Reporting Form

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