Valeant Too Norma Provencio: Hmmm...

In Dec Bloomberg published an article observing that Norma Provencio (the caput of the Board's Audit Committee) had held a like seat inwards a fellowship (Heartronics/Signalife) which had been exposed equally a major fraud.

Mitchell Stein - the telephone commutation executive at Heartronics/Signalife went to prison. The Valeant press release (repeated inwards total below) states:

Ms. Provencio has followed the criminal representative against Mr. Stein as well as believes that the affair was handled appropriately.

The same press release equally good absolves Norma Provencio from a long interest inwards the fraud yesteryear stating:

With abide by to her tenure at Signalife, Ms. Provencio served equally a fellow member of the Board of Directors as well as chair of its Audit Committee from  July 2005 to June 2007.  She chose non stand upwards for re-election to the board of directors of Signalife.

In other words Ms Provencio was non at that spot real long, for certain non involved since inception as well as she thinks the criminal representative was handled appropriately.

Except that Norma Provencio was at that spot from ear inception as well as was inwards trouble concern alongside Mitchell Stein from the get-go interest I tin uncovering from Mitchell Stein.  Here is a link for an annual written report for Recom Managed Services. That is the fellowship that yesteryear contrary merger became Signalife/Heartronics.

And that written report makes clear that the master funding for the deals came from Norma Provencio as well as Mitchell Stein.

On May 15, 2003, nosotros completed the get-go tranche of a individual placement pursuant to which nosotros sold 82,667 units to Mr. Mitchell Stein, SJ Investments as well as Ms. Norma Provencio at $3 per unit of measurement for cash amounting to $248,000. Each unit of measurement consisted of 1 mutual percentage as well as 1 warrant. Each warrant is exercisable at $3 until May 14, 2004. Upon practise of the warrants each investor volition have 1 mutual percentage as well as an additional warrant to buy 1 mutual percentage $6 per percentage until Nov 15, 2004.

So Norma Provencio - chair of the Audit Committee of Valeant - was inwards trouble concern alongside the convicted crook from the inception of the criminal business and over ii years prior to what Valeant press-releases equally her involvement.

Valeant elided that fact inwards their press release (repeated inwards total below). Whether Valeant PR elided that fact deliberately matters.

Either

(a) Provencio misled Valeant equally to the nature of her interest alongside Mitchell Stein, the convicted perpetrator of the Heartronics/Signalife fraud (and Valeant did non knowingly elide the truth inwards their press release) or

(b) Valeant is actively as well as deliberately misleading almost the fourth dimension that Ms Provencio was inwards trouble concern alongside the convicted criminal.

The instant is unthinkable. Norma Provencio should resign from the Valeant board.




John Hempton




The Full Valeant release:

The Facts on Norma Provencio’s Tenure equally a Director of Valeant Pharmaceuticals

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Dec 15, 2015

• Bloomberg News has published an article examining Norma Provencio’s tenure on the Board of Directors of Signalife as well as Valeant. In connecter alongside this inquiry, Valeant provided the next information to Bloomberg News:
  Ms. Provencio  was get-go elected, equally a non-incumbent nominee, to Legacy Valeant’s board inwards 2007.  More than 95% of the votes cast yesteryear shareholders alongside abide by to her nomination were cast “for” Ms. Provencio’s election to the Legacy Valeant Board.  In nominating Ms. Provencio, the Legacy Valeant Board, thorough its Corporate Governance/Nominating Committee, a customary background cheque as well as interview procedure was conducted.
  Ms. Provencio was appointed chairperson of the Audit as well as Risk Committee of VPII (the electrical flow company, equally surviving fellowship of the 2010 Biovail-Legacy Valeant merger) inwards 2011.  Ms. Provencio served equally the Chairperson of the Finance as well as Audit Committee of VPI from May 2008 until the Biovail merger inwards September 2010.  So, inwards add-on to her accomplished professional person background as well as qualifications, the Board had actual sense working alongside Ms. Provencio, equally a manager as well as equally an audit commission chair, as well as plainly felt comfortable alongside entrusting her alongside equally the Chairperson of VPII’s Audit as well as Risk Committee since 2011.
  Ms. Provencio has many years of fiscal as well as manufacture sense that brand her good qualified to serve on Valeant’s Board. Ms. Provencio has been a certified world accountant since 1981 as well as served equally the audit partner on numerous world companies alongside complex accounting issues during her world accounting career.  She has equally good Pb numerous investigations for world as well as individual companies as well as has been the forensic accountant  for numerous special committees during her professional person career.
  The Board has determined that Ms. Provencio’s many years of sophisticated fiscal as well as manufacture specific sense at Provencio Advisory Services, Inc., KPMG LLP as well as Arthur Andersen, her service on the board as well as finance as well as audit commission of VPI, her wealth of noesis inwards dealing alongside fiscal as well as accounting matters as well as the depth as well as breadth of her exposure to complex fiscal issues qualify her to last a fellow member of the Board as well as the committees on which she sits.
  Ms. Provencio’s directorship alongside Signalife was disclosed inwards Valeant’s proxy statement, inwards compliance alongside applicable SEC rules. Prior to 2010, the proxy rules required disclosure of then-current world fellowship directorships.  Accordingly, Valeant’s 2007 proxy disclosed Ms. Provencio’s directorship alongside Signalife.  Beginning inwards 2010, the proxy disclosure rules introduced a 5-year await back, as well as accordingly, Valeant’s proxy statements filed inwards 2010, 2011, 2012 as well as 2013 disclosed Ms. Provencio’s previous directorship alongside Signalife.
  The advertizing hoc commission was appointed yesteryear the Board of Directors to review allegations related to the company’s trouble concern human relationship alongside Philidor as well as related matters, as well as consists alone of independent directors.
  The votes appointing Ms. Provencio to the advertizing hoc commission as well as equally chairperson to of the ARC were unanimous. And at each election of directors since Ms. Provencio was appointed to the Legacy Valeant board inwards 2007, she received the overwhelming back upwards of shareholders equally demonstrated yesteryear the shareholder vote.
  Mike Pearson commented, “Since I accept known Norma Provencio, she has acted alongside integrity as well as displayed audio trouble concern judgment, as well as I believe that she is exceptionally good qualified to Pb our Board’s Audit & Risk Committee.”
  ***
  With abide by to her tenure at Signalife, Ms. Provencio served equally a fellow member of the Board of Directors as well as chair of its Audit Committee from  July 2005 to June 2007.  She chose non stand upwards for re-election to the board of directors of Signalife.
  The simply fiscal reporting affair that Ms. Provencio is specifically aware of that overlapped alongside her tenure on the Signalife board is a sale inwards September 2006 of $190,170 that was alleged to accept non been a legitimate sale.  With abide by to that specific matter, the SEC electrical load states that it was concealed from that company’s CFO, auditors, exterior counsel as well as other officers.
  Signalife engaged exterior CPA firms to perform its accounting functions during Ms. Provencio’s tenure on the board.  The CPA firms included Robert C. Scherne, CPA, PC  as well as Pickard & Green.  Both CPA firms provided accounting as well as other management consulting services for pocket-size companies, including preparing required SEC filings for world companies.
  Ms. Provencio has followed the criminal representative against Mr. Stein as well as believes that the affair was handled appropriately.

Post script: The master contrary merger was inwards the instant one-half of 2002 equally per the annual written report described above. Mitchell Stein's hollo does non seem earlier 2003 as well as appears inwards exactly the same bargain equally Norma Provencio.