MINUTES
Kansas Bioscience Authority
Executive Committee Meeting
Monday, September 29, 2008
9:00 – 9:30 am
Call to Order: A quorum being present, the meeting was called to order at 9:00 AM by the Chairwoman Sandra Lawrence. Additional Directors in attendance were Ed McKechnie, Ray Smilor and Bill Sanford. The KBA staff in attendance was Tom Thornton, Janice Katterhenry, Jim Mitchell and Marsh LoScalzo. Representing legal counsel was Doug Anning of the Polsinelli law firm. Armand Yambao of Ennis Knupp joined by teleconference.
Ms. Lawrence stated that the purpose of the meeting was to review and approve the recommendation for a contract financial advisor. Mr. Thornton also had an item of business to discuss that was not on the Agenda.
Mr. McKechnie stated that the committee was recommending the retention of Ennis Knupp as the KBA financial advisor. He asked Ms. Katterhenry to review the process and timeline that the staff went through in making the selection for the financial advisor. Ms. Katterhenry introduced Armond Yamboa of Ennis Knupp who joined via teleconference. She noted that the RFP was developed by KBA staff and reviewed by the KBA’s executive committee. KBA evaluated the proposals; three came in for reviews. Based on the responses KBA decided to go with Ennis Knupp, the decision was based on their ability, capacity, flexibility and skills. Ms. Katterhenry then reported to the board the justification for this decision.
Ms. Katterhenry stated that the financial advisor will provide counsel on developing an investment approach that fits the KBA’s goals, recommend an investment policy, review investment manager, provide financial analysis on the options available for optimal use of KBA funds, and consult and report to KBA staff and/or board of directors as requested and necessary.
Following a thorough committee discussion a motion was made by Mr. McKechnie to recommend to the board to retain Ennis Knupp & Associates. The motion was seconded by Ms. Lawrence. Ms. Lawrence disclosed that she has worked with Midwest Research Institute, Mr. Yambao was on the account. Ms. Katterhenry noted that Armond has also disclosed that Mr. Franz is part of MRI but they have no discussions related to the cash investments. Ms. Lawrence confirmed that there is no overlap between that operation and what Dave Franz does; it would not cause any conflict of interest. Dr. Smilor seconded the motion. The motion carried unanimously.
Ms. Lawrence asked Mr. Thornton to discuss the status of the Fort Dodge Animal Health expansion at the Kansas Bioscience Park. Mr. Thornton reported that the board had approved financial assistance July 10, 2007, subject to certain qualifications, including negotiation and agreement regarding final documentation. Mr. Thornton noted that we are close to finalizing the agreements however, in order to close the transaction we need to finalize three agreements. The Development Agreement, The Real Estate Sale Contract and lastly the Declaration of Easements, Covenants, Restrictions and Assessments for the Kansas Bioscience Park.
Mr. Thornton was seeking from the executive committee authorization to finalize this investment by giving him the authority to complete the three principal documents, specifically the first two and giving him authority to complete and sign these documents on behalf the KBA. Dr. Smilor moved to approve the authorization, Mr. Sanford seconded. The motion carried unanimously.
Mr. Thornton gave an update to the committee regarding board of director appointments. The Kansas Board of Regents has appointed two new board members replacing Chancellor Hemenway and President Wefald. The appointees serve with the Board of Regents. There is no requirement for Senate confirmation. The two they have appointed are William Thornton, executive at MGP and currently member of board of regents, Reggie Robinson, President of Board of Regents.
Adjournment: There being no further discussion, Dr. Smilor made a motion to adjourn at 9:26 AM, which motion was seconded by Mr. Sanford and passed unanimously.