The End of EDO? EDO UK 2006 Accounts Expose 70% Profit Drop
doug brewer | 01.11.2007 21:16 | Analysis | Anti-militarism | Terror War | South Coast | World
EDO (UK) Ltd have this week finally released their audited accounts for their worst year on record, 2006.
The 17 page document attached below reveals a massive drop in profit and an apparently unsustainable £10,000,000. debt.
The accounts also contain statements signed off as true by Director Paul Hills which are blatently false.
Insider sourced information and a revealing brick wall met under Freedom of Information Act paint a picture of an end in sight for the Brighton Bomb factory, that has been the focus of a sustained anti war campaign since 2004.
The question on every EDO MBM employee's mind is will new parents ITT save them, or put them out of their misery?
The 17 page document attached below reveals a massive drop in profit and an apparently unsustainable £10,000,000. debt.
The accounts also contain statements signed off as true by Director Paul Hills which are blatently false.
Insider sourced information and a revealing brick wall met under Freedom of Information Act paint a picture of an end in sight for the Brighton Bomb factory, that has been the focus of a sustained anti war campaign since 2004.
The question on every EDO MBM employee's mind is will new parents ITT save them, or put them out of their misery?
A summary of the 2006 accounts.
NOT DOING WELL
Even after including figures from EDO Artisan (EDO MBM's smaller US sister company) the official and doctored grand total shows a massive drop in profits for the company from £304,000 in 2005 to £94,000 in 2006.
A drop of £210,000 or around 70%
The 2006 accounts show a drop in 'investment income' in the company from £660,000 to £0.00 between 2005 and 2006, and no dividends paid.
The 2006 accounts show EDO UK has only £1000 cash in its bank account, and owes its parent and subsidiary companies nearly £10 million which is due back within one year, while the entire net assets for EDO (UK) Ltd are only worth £1.62 Million.
Since a restructuring move in early 2007, the New York EDO corporation has run the UK subsidiary directly from its neo-gothic Lincoln Building offices on 42nd Street. EDO Corp Treasurer, Chief Financial Officer and VP Fred Basset is listed in the accounts as CEO of EDO (UK) Ltd.
EDO Corp Secretary, General Counsel and VP Lisa Palumbo is also a director of EDO (UK) Ltd. The Americans hold regular video linked board meetings with the UK directors to tell them what to do. Paul Hills, who replaced former Managing Director David Jones in 2006 is only listed only as a Director.
Reliable sources inside the UK subsidiary have reported that EDO Corp top brass have ended all future research and development funding for the Brighton firm. A clear sign that EDO MBM is being wound down as an ongoing business. The 2006 accounts declare continued commitment to investment in R&D and medium and long term development, but this is a lie for the benefit of shareholders, insiders have reported.
CLOSURE OF EDO AEROTECH
EDO Aerotech, the only civilian aircraft components section of the company is now 'defunct'. This is another victory for the protest campaign against the company, and must be a major blow to the morale of the employees. The accounts confirm EDO MBM have established an Employee Involvement Council after internal strife amongst the employees, regarding the weekly protests outside the gates, led to over 22 employees leaving the firm in 2005 and forced the management to appear to take account of the views of the workers in order to hang on to them. In reality the closure of the entire business seem a certainty within the next year to 18 months.
ITT MERGER LOOMS
Employees of the Brighton company are anxiously awaiting a visit of executives from an even bigger arms conglomerate ITT Corporation.
ITT, the worlds 12th largest arms firm and former bomber manufacturers for the Nazi's, (as well as numerous other historical pro-fascist crimes in league with Franco, Pinochet, Nixon/Kissinger, etc) will very probably take over EDO Corp in early 2008 unless another arms giant make a better offer. As part of the deal ITT have agreed not to change any conditions or benefits for the current EDO workforce for 18 months after their takeover of EDO Corp.
This may protect the poorly performing EDO UK workforce from the Nazi blitzkrieg for a little while, but given ITT's reputation for aggressive and illegal management tactics it is unlikely that the Brighton warmongers can survive much longer than that, especially as security surrounding highly classified projects like the F35 bomb release interface and the next generation Paveway IV guided missile guidance systems is compromised by disgruntled employees.
The 15 year lease for EDO MBM’s Home Farm Road premises reaches its half way get out point around the same time so all the signs point to this as a financially prudent point of departure from Brighton for new parents ITT, although the lease does allow them to leave a little sooner if need be, especially if EDO MBM’s security leaks burst into a major breach. Its entirely possible.
The leaky security of EDO MBM makes the Brighton company a real liability for ITT Corporation, who are already under the scrutiny of the US Department of Justice after being caught this year selling classified night vision technology to 'foreign governments' (inc. China, suppliers of Iran) without a licence, as well as being exposed for other willing violations stretching back decades.
Thanks to friends in high places ITT were let off the hook with a plea bargain resulting in a $100 million penalty and no convictions for the CEO responsible, Louis Gulliano, who simply moved to a new job as senior advisor with the Carlyle Group. But another slip up such as the leaking of even more US military secrets could impact dramatically on the prospective parent conglomerate.
THE PAVEWAY VI PROBLEM
Even though it was reported in the press recently that the new UK Paveway IV missile has been delayed due to production problems, and an interim 'Paveway III +' is now in production to meet the UK Govt 'Urgent Requirement', campaigners in Brighton were already fully aware of the problems with the missile system months ago, which insiders revealed to them were blamed on General Dynamics for a failure to stick to their original plans. The damage to EDO MBM business operations cannot be overestimated, and the company were within their legal rights to seek financial compensation for their losses.
But a problem arises here because Paul Hills had to find a way to express his unhappiness with the breach of contract by General Dynamics,( 'those fuckers') while not upsetting EDO (UK) Chairman Sir Robert Walsmsley (41 Beltran Road, Fulham, SW6 3AL) who happens to be the highest ranking Brit Director in the giant US arms firm GD, ranked number 6 biggest on the planet.
Sir Robert's friends in high places make him a risky man to upset. In 2003 he was investigated by a parliamentary anti-sleaze watchdog over his appointment to the General Dynamics board shortly after retiring as Chief of Procurement at the MoD when he had awarded GD a multi-billion dollar contract for the UK military BOWMAN radio system. It 'looked like a reward' said one of the investigators. Sir Bob was let off of corruption charges on condition he delayed joining GD for twelve months to avoid a bad 'appearance'. Despite this easy ride Sir Bob was not happy with his Mandarin credentials being dragged through the mud, and lobbied Downing Street against his investigators.
Not much later Sir Bob's mate PM Tony Blair, (who also happened to have gone to his old public school, Fette's) decided to scrap the anti-sleaze watchdog committee altogether, and through all the investigators out of their Westminster offices. The lesson 'don't fuck with Sir Bob' was thus established throughout the land and Paul Hills, by no means a man of influence or clout was forced to 'tweak' minutes of EDO UK board meetings for, so as not to upset the great man.
THE ISRAELI CONNECTION
Another problem for EDO MBM is pressure from EDO Corp General Counsel Liza Palumbo not to reveal any details of the supply of Israel with components, despite protesters demands they come clean, and the continuing exposure of a cover-up.
The American firm risks prosecution under the anti-boycott provisions of US Export Administration Regulations if any of their employees in the UK so much as mention the name of ‘Israel’ when revealing their foreign government customers. The penalty for non-compliance with this law is five years in a US jail and or a fifty grand fine.
Recent FOIA requests to the UK Department of Trade and Industry (DTI) Export Control Organisation have revealed that EDO MBM have refused to authorise the DTI to reveal either a confirmation or a denial of the existence of export licences to for components to Israel.
In response to the news one SmashEDO protester said
'If EDO MBM have nothing to hide they would not do anything but good to their own interests by allowing the DTI to confirm the purported absence of licences granted to export arms components to Israel. This would silence Palestine solidarity protesters, and EDO MBM would not risk a breach of the US regulations.'
' However the fact that they have refused to allow the DTI to either confirm or deny the existence of such licences points strongly to the fact that they do supply Israel. Why would they block the release of such a confirmation of a complete absence, that would do them nothing but good, if there was really nothing there, and they had nothing to lose by proving it?'
+
NOT DOING WELL
Even after including figures from EDO Artisan (EDO MBM's smaller US sister company) the official and doctored grand total shows a massive drop in profits for the company from £304,000 in 2005 to £94,000 in 2006.
A drop of £210,000 or around 70%
The 2006 accounts show a drop in 'investment income' in the company from £660,000 to £0.00 between 2005 and 2006, and no dividends paid.
The 2006 accounts show EDO UK has only £1000 cash in its bank account, and owes its parent and subsidiary companies nearly £10 million which is due back within one year, while the entire net assets for EDO (UK) Ltd are only worth £1.62 Million.
Since a restructuring move in early 2007, the New York EDO corporation has run the UK subsidiary directly from its neo-gothic Lincoln Building offices on 42nd Street. EDO Corp Treasurer, Chief Financial Officer and VP Fred Basset is listed in the accounts as CEO of EDO (UK) Ltd.
EDO Corp Secretary, General Counsel and VP Lisa Palumbo is also a director of EDO (UK) Ltd. The Americans hold regular video linked board meetings with the UK directors to tell them what to do. Paul Hills, who replaced former Managing Director David Jones in 2006 is only listed only as a Director.
Reliable sources inside the UK subsidiary have reported that EDO Corp top brass have ended all future research and development funding for the Brighton firm. A clear sign that EDO MBM is being wound down as an ongoing business. The 2006 accounts declare continued commitment to investment in R&D and medium and long term development, but this is a lie for the benefit of shareholders, insiders have reported.
CLOSURE OF EDO AEROTECH
EDO Aerotech, the only civilian aircraft components section of the company is now 'defunct'. This is another victory for the protest campaign against the company, and must be a major blow to the morale of the employees. The accounts confirm EDO MBM have established an Employee Involvement Council after internal strife amongst the employees, regarding the weekly protests outside the gates, led to over 22 employees leaving the firm in 2005 and forced the management to appear to take account of the views of the workers in order to hang on to them. In reality the closure of the entire business seem a certainty within the next year to 18 months.
ITT MERGER LOOMS
Employees of the Brighton company are anxiously awaiting a visit of executives from an even bigger arms conglomerate ITT Corporation.
ITT, the worlds 12th largest arms firm and former bomber manufacturers for the Nazi's, (as well as numerous other historical pro-fascist crimes in league with Franco, Pinochet, Nixon/Kissinger, etc) will very probably take over EDO Corp in early 2008 unless another arms giant make a better offer. As part of the deal ITT have agreed not to change any conditions or benefits for the current EDO workforce for 18 months after their takeover of EDO Corp.
This may protect the poorly performing EDO UK workforce from the Nazi blitzkrieg for a little while, but given ITT's reputation for aggressive and illegal management tactics it is unlikely that the Brighton warmongers can survive much longer than that, especially as security surrounding highly classified projects like the F35 bomb release interface and the next generation Paveway IV guided missile guidance systems is compromised by disgruntled employees.
The 15 year lease for EDO MBM’s Home Farm Road premises reaches its half way get out point around the same time so all the signs point to this as a financially prudent point of departure from Brighton for new parents ITT, although the lease does allow them to leave a little sooner if need be, especially if EDO MBM’s security leaks burst into a major breach. Its entirely possible.
The leaky security of EDO MBM makes the Brighton company a real liability for ITT Corporation, who are already under the scrutiny of the US Department of Justice after being caught this year selling classified night vision technology to 'foreign governments' (inc. China, suppliers of Iran) without a licence, as well as being exposed for other willing violations stretching back decades.
Thanks to friends in high places ITT were let off the hook with a plea bargain resulting in a $100 million penalty and no convictions for the CEO responsible, Louis Gulliano, who simply moved to a new job as senior advisor with the Carlyle Group. But another slip up such as the leaking of even more US military secrets could impact dramatically on the prospective parent conglomerate.
THE PAVEWAY VI PROBLEM
Even though it was reported in the press recently that the new UK Paveway IV missile has been delayed due to production problems, and an interim 'Paveway III +' is now in production to meet the UK Govt 'Urgent Requirement', campaigners in Brighton were already fully aware of the problems with the missile system months ago, which insiders revealed to them were blamed on General Dynamics for a failure to stick to their original plans. The damage to EDO MBM business operations cannot be overestimated, and the company were within their legal rights to seek financial compensation for their losses.
But a problem arises here because Paul Hills had to find a way to express his unhappiness with the breach of contract by General Dynamics,( 'those fuckers') while not upsetting EDO (UK) Chairman Sir Robert Walsmsley (41 Beltran Road, Fulham, SW6 3AL) who happens to be the highest ranking Brit Director in the giant US arms firm GD, ranked number 6 biggest on the planet.
Sir Robert's friends in high places make him a risky man to upset. In 2003 he was investigated by a parliamentary anti-sleaze watchdog over his appointment to the General Dynamics board shortly after retiring as Chief of Procurement at the MoD when he had awarded GD a multi-billion dollar contract for the UK military BOWMAN radio system. It 'looked like a reward' said one of the investigators. Sir Bob was let off of corruption charges on condition he delayed joining GD for twelve months to avoid a bad 'appearance'. Despite this easy ride Sir Bob was not happy with his Mandarin credentials being dragged through the mud, and lobbied Downing Street against his investigators.
Not much later Sir Bob's mate PM Tony Blair, (who also happened to have gone to his old public school, Fette's) decided to scrap the anti-sleaze watchdog committee altogether, and through all the investigators out of their Westminster offices. The lesson 'don't fuck with Sir Bob' was thus established throughout the land and Paul Hills, by no means a man of influence or clout was forced to 'tweak' minutes of EDO UK board meetings for, so as not to upset the great man.
THE ISRAELI CONNECTION
Another problem for EDO MBM is pressure from EDO Corp General Counsel Liza Palumbo not to reveal any details of the supply of Israel with components, despite protesters demands they come clean, and the continuing exposure of a cover-up.
The American firm risks prosecution under the anti-boycott provisions of US Export Administration Regulations if any of their employees in the UK so much as mention the name of ‘Israel’ when revealing their foreign government customers. The penalty for non-compliance with this law is five years in a US jail and or a fifty grand fine.
Recent FOIA requests to the UK Department of Trade and Industry (DTI) Export Control Organisation have revealed that EDO MBM have refused to authorise the DTI to reveal either a confirmation or a denial of the existence of export licences to for components to Israel.
In response to the news one SmashEDO protester said
'If EDO MBM have nothing to hide they would not do anything but good to their own interests by allowing the DTI to confirm the purported absence of licences granted to export arms components to Israel. This would silence Palestine solidarity protesters, and EDO MBM would not risk a breach of the US regulations.'
' However the fact that they have refused to allow the DTI to either confirm or deny the existence of such licences points strongly to the fact that they do supply Israel. Why would they block the release of such a confirmation of a complete absence, that would do them nothing but good, if there was really nothing there, and they had nothing to lose by proving it?'
+
doug brewer
e-mail:
brwr_dg@yahoo.com
Homepage:
http://www.smashedo.org.uk
Comments
Hide the following 3 comments
Expected EDO/ITT merge complete in 2nd to third week of January
02.11.2007 01:26
from:
about stocks: EDO / ITT
According to EDO, the HSR notification for the EDO (EDO) / ITT (ITT) transaction was filed with the DOJ on October 10, which translates into a waiting period expiration date of November 8, 2007.
As discussed previously, the Department of Justice is expected to have virtually no interest in this combination, and this would probably be true even if some significant overlaps did exist. Since there appear to be absolutely no overlaps, early termination is a distinct possibility in this case. This could conceivably occur before the end of this week.
With respect to the first proxy, the document is completed and is expected to be filed within the next few days. The proxy review in this case is not expected to be terribly lengthy although it will be repeated that the SEC does usually slow down considerable during the fall/winter holiday periods.
This means that even if an SEC waiver is granted, the final proxy will probably not go out within 30 days of the original filing due to the first holiday break. Assuming the first proxy is filed by the first week of November, it is reasonable to expect a final proxy in the second week of December if the SEC does not pull the document for review. Under this scenario, the DO shareholder meeting and close could occur in roughly the second or third week of January 2008.
Naturally, if the SEC chooses to review the proxy, close will very likely be pushed into February of next year. This scenario is currently not expected for this transaction.
surfer123
sir robert walmsley's retainer agreement
07.11.2007 15:13
RETAINER FOR SERVICE AS NON-EXECUTIVE CHAIRMAN
AGREEMENT effective as of April 1, 2006 between EDO (UK) LTD., a company registered in England and Wales under No. 3881155 having offices at Emblem House, Home Farm Business Park, Brighton, East Sussex, BN1 9HU (the "Company") and SIR ROBERT WALMSLEY, KCB, FRENG, having an address at 41 Beltran Road, London, SW6 3AL ("You" or the "Individual").
WHEREAS, the Company wishes to engage You to accept appointment as a non-executive (non-employee) Chairman of EDO UK Ltd., and You consent to perform such duties;
In this agreement the following expressions shall, unless the context otherwise requires, have the following meanings:-
"Affiliate" means in relation to any company, any subsidiary undertaking
or parent undertaking of that company and any subsidiary
undertaking of that parent undertaking in each case from time
to time and, for the purposes of this agreement
"Confidential Information":
any trade secrets, customer lists, trading details or other information of a confidential nature relating to the goodwill and secrets of EDO (including, without limitation, details of the activities, businesses, expansion plans, business strategy, marketing plans, sales forecasts, forward planning programmes, investments, prospective investments (and their terms), research activities, inventions, ideas, computer programs, secret processes, designs, manufacturing processes, financial information, results and forecasts of any such company and details of its employees and contractors and of the requirements, terms of trade and identity of its suppliers and customers and prospective suppliers and customers); and
any other information specifically designated by EDO as confidential; and any information in relation to which EDO owes a duty of confidentiality to any third party;
"EDO" means EDO Corporation and each Affiliate of EDO Corporation.
NOW THEREFORE, the parties, with the intent to be legally bound, agree as follows:
1. DESCRIPTION OF DUTIES. You shall perform the duties (the "duties") as described in attachment hereto and executed pursuant to and made a part of this Agreement. Duties rendered under this Agreement will include any rendered in person, by telephone and/or by any other electronic means.
2. FEES AND TAXES. Company shall pay You an annual retainer at of
(pound)28,980 per annum, payable monthly in arrears, at a rate of (pound)2,415 commencing April 1, 2006. Your Agreement and retainer amount shall be reviewed annually on the anniversary of this Agreement beginning in 2007 by the board of directors of the Company. Unless otherwise agreed, You shall pay any taxes, imposts, levies, fees or duties imposed by law upon or on account of the Duties furnished hereunder. However, you will not participate in any Company and/or group share, bonus or pension schemes or other benefit in kind arrangements of the Company and/or group nor will you be entitled to any compensation for loss of office. Subject to clause 40 below, on termination of your appointment you will be paid your director's fee on a pro-rata basis, to the extent that they are unpaid, up to the date of termination.
3. REIMBURSABLE EXPENSES. Upon submission of invoices in proper form and with support documentation acceptable to Company, Company shall reimburse You in accordance with its policies for transportation and reasonable living expenses for travel required on behalf of the Company. First class air travel will be reimbursed at business class rates only.
4. TERM. This Agreement shall commence on April 1, 2006 and shall continue until terminated by either party upon the giving of 60 days prior written notice; provided however, under the Company's Articles of Association, you may be terminated immediately in the event of:
(i) Your misconduct or material breach of the Agreement's terms;
(ii) Your disqualification from being a director by reason of any order made under the Company Directors Disqualification Act 1986 or any other enactment;
(iii) if You become bankrupt or make any arrangement or composition with Your creditors generally;
(iv) if You are admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983, or an order is made by a Court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the
2
appointment of a receiver, curator bonis or other person to exercise powers with respect to Your property or affairs;
Upon termination in accordance with this paragraph 4:
(a) You shall resign as a director of the Company and if the appropriate resignation shall not be signed and delivered by you within 7 days after such termination, you agree that the board of directors of the Company may appoint any other director of the Company to sign such notice of resignation for You and on Your behalf and in your name for such purpose;
(b) the Company will pay all fees and proper reimbursable expenses for duties rendered prior to termination; and
(c) You will return all property of EDO in Your possession.
5. INTELLECTUAL PROPERTY RIGHTS. You understand and acknowledge that, in the course of performance of your duties, You may become involved with inventions, discoveries and ideas, whether or not patentable, copyrightable, protectable as a mask work, or protectable as a trade secret, including but not limited to: processes, methods, formulas and techniques, improvements thereof, and know-how related thereto, all of which may be intellectual property of Company or any of its affiliates (collectively, "Company Technology"). To the extent that You have any interest in same, You hereby assign all rights, title and interest in Company Technology, including without limitation, all copyrights, trade secrets, patentable inventions and other rights, to Company or its nominee. You will execute and deliver all documents necessary to enable Company to secure copyright and patent protection in the United States, the United Kingdom or any foreign country or otherwise to protect the interests of the Company. These obligations apply to any work done by You under this Agreement. These obligations shall continue beyond the termination of this Agreement. You hereby irrevocably appoint the Company to be Your attorney in Your name and on Your behalf to complete any such instrument or do any such thing and generally to use Your name for the purpose of giving the Company the full benefit of this clause.
6. SERVICES FOR OTHERS. You are free to perform services for other companies during the term of this Agreement, provided that such other services will not interfere with Your obligations under this Agreement, except that You may not provide any services to any person or entity which sells or is
3
engaged in or is about to sell or become engaged in any product, process, system or service, which is the same as or similar to or competes with, or has a usage allied to, a product, process, system or service of the Company (such person or entities hereinafter referred to as a "Competitor") without prior written approval of the Company. You shall give reasonable advance notice to Company of all companies for whom you provide or intend to provide services. You shall keep the Company advised as to Your future plans and work schedule as such relates to Your availability to perform agreed Services for the Company.
7. CONFIDENTIALITY. You acknowledge that while engaged as described herein, You will have access to and become acquainted with proprietary and Confidential Information regarding the Company and EDO and their respective customers and vendors, which is not available to the public. You agree that you shall not, at any time, directly or indirectly, (i) use or disclose the Confidential Information, except as is necessary and appropriate in connection with the rendering of duties to the Company under this Agreement, or (ii) make, or cause to be made, any statement or publication about or concerning the Company or EDO or their respective affiliates, subsidiaries, employees, officers and directors, without the prior consent of the Company and/or EDO.
8. NON-SOLICITATION; NON-COMPETITION. You further agree that, without the prior express written consent of the Company's Board of Directors, You shall refrain, for the entire term of this Agreement and for one year thereafter, (i) from, directly or indirectly, employing or soliciting the employment of any officer or other employee the Company or any subsidiary or affiliate of the Company, and (ii) from entering into or accepting an employment position or any other situation or arrangement with a Competitor of the Company or any parent, affiliate or subsidiary of the Company.
9. STATUS OF INDIVIDUAL. The parties hereto agree and understand that You are an independent contractor and not an employee of the Company. In addition, You understand and acknowledge that the duties to be performed hereunder will not entitle You to participate in, nor accrue benefits under any employee pension benefit scheme or welfare benefit scheme maintained by the Company, notwithstanding any provision in any such plan to the contrary. You shall have no right or authority to enter into any contract or make any commitment on behalf of Company or obligate the Company in any manner, except as specifically authorized and to the extent as instructed to by the Company.
4
10. COMPLIANCE WITH LAW AND COMPANY POLICIES. You will comply with the EDO Ethical Business Conduct Policy, Company security procedures, receipt of each of which by You is hereby acknowledged, and all applicable laws, regulations, procedures and standards, including but not limited to those relating to the environment, health and safety, in the performance of duties under this Agreement. The Company will request the issuance and or retention of appropriate Security Clearances by the appropriate authorizing agency, as may be necessary for your performance of the Duties.
11. ENTIRE AGREEMENT; AMENDMENTS. This Agreement, including all attachments hereto and any items incorporated by reference herein, constitutes the entire agreement and complete and exclusive statement of agreement between the Company and You and supersedes any and all prior agreements between the parties. Its terms may not be amended, modified or waived except in a writing duly executed by both parties.
12. NO ASSIGNMENT. This agreement is personal between You and the Company and may not be assigned without the prior written consent of the Company. You shall perform all Duties personally and You shall not employ any other organization or any other person to perform the Duties. Any assignment by You in contravention of this section shall be void.
13. SEVERABILITY. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such provision shall be deemed to be restated to reflect, as nearly as possible, the original intentions of the parties in accordance with applicable law(s).
14. GOVERNING LAW; JURISDICTION. This contract between the Company and You shall be governed by and interpreted in accordance with English law and the English courts shall have exclusive jurisdiction to resolve any disputes hereunder.
5
IN WITNESS WHEREOF, the undersigned authorized representatives of the parties have executed this Agreement as a Deed as of the day and year first written above.
INDIVIDUAL: EDO (UK) LTD.
/s/ R. Walmsley BY: /s/ Lisa M. Palumbo
---------------------------- ------------------------
SIR ROBERT WALMSLEY, KCB FREng TITLE: Special Director
------------------------
DATE: 28 April 2006 DATE: 26 April 2006
------------------------
Attachments:
1. Description of Activities
6
ATTACHMENT 1
DESCRIPTION OF DUTIES
Company and You agree that You shall undertake the following duties:
Attend each meeting of the board and of committees to which You are appointed and any General Meetings of the Company, including Annual General Meetings. You will be notified of the dates of all such meetings 4 weeks in advance, unless circumstances make it impracticable to do so. It is anticipated that this will be a part-time position, but in any event, you are required to devote such time to the affairs of EDO (UK) Ltd. as may be reasonably necessary for the proper performance of Your duties as a non-executive Chairman. As an independent director You will be expected to bring an objectivity and independence of view to the discussions of the board in relation (but not limited to) strategy, performance and resources and provide EDO UK LTD with effective leadership, as well as ensuring the continuing effectiveness of the management team and high standards of financial probity and corporate governance.
You will be asked to review, from an independent standpoint, the Company's operational performance, financial reports and any proposals presented to the Board. You will assist EDO Corporation by giving independent/external views on potential ideas for change in the Company. You will provide input into the strategic planning process and critique the finished plan. (You will keep EDO Corporation appropriately informed of events (governmental, regulatory, market) in UK/Europe that could affect EDO's business interests in those areas.
In addition, your responsibilities would include your acting as Chair of the EDO UK Remuneration Committee; effecting introductions to senior MOD Officials and Prime Contractors; representing EDO and the Company at high-level functions and meetings; and any other reasonable task that would assist the Company.
This Description of Duties is issued pursuant to the Agreement between You and EDO (UK) Ltd. effective April 1, 2006 (the "Agreement"). By their execution and delivery of this Description of Duties, the parties hereby affirm all of the terms, conditions and representations of the Agreement.
INDIVIDUAL EDO (UK) LTD.
BY
-------------------------------- -----------------------------
SIR ROBERT WALMSLEY, KCB, FrEng TITLE:
-------------------------------- -----------------------------
DATE: DATE:
-------------------------------- -----------------------------
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vv
Corrections to this story
25.11.2007 22:06
While most of the information in this article is accurate it is incorrect to say that EDO (UK) Ltd accounts reflect the position of EDO MBM Technology or EDO Artisan, its two two subsidiaries. The document states that it is an account of the parent company and 'not the group'.
The document describes EDO Aerotech as 'Dormant' and not 'Defunct' as reported in this article.
While this reflects a lack of business it does not mean EDO Aerotech has closed shop just yet.
EDO MBM have yet to file their 2006 accounts and have for the first time in their history defaulted on this responsibility under the Companies Act 1985 meaning they are currently acting unlawfully and all directors are liable to criminal prosecution, a fine, and disqualification as company directors.
db