Joseph R Seiders' Affidavit statements - CDI Corporation Ethics

After my MRINetwork franchise business lost substantial sums of money through the 'problems encountered', and Roger H Ballou consistently refused to answer my formal complaint, I started to explore legal action against MRI. What surprised me was the response from CD Corporation. One aspect of this was a statement that Joseph R Seiders, the Senior Vice President, General Counsel and Secretary of CDI Corp voluntarily made to the US Courts in order to avert that action. The sworn statement was made under oath and is called an affidavit.

In my opinion some of those statements made by Joseph R Seiders cannot possibly be true. Below I show those statements and the rationale that I believe that shows some of the sworn statements of Joseph R Seiders to be false.

I invite you to read the facts and form your own opinion on the truthfulness of Joseph R Seiders of CDI Corporation.

---------------------------------- Start of 4th email sent to Roger H Ballou ----------------------------------

4th December 2006

Mr Roger Ballou
President and Chief Executive Officer
CDI Corporation

Mr Ballou

As a shareholder I am raising a new issue with you regarding the truthfulness of sworn affidavit statements made by your Senior Vice President, General Counsel and Secretary Mr Joseph R Seiders.

On 1st June 2005 Joseph R Seiders made a sworn affidavit to the Ohio Court that was used to quash ongoing legal action raised against MRI. He made a number of statements to Ohio Court in this sworn affidavit that I personally cannot see are truthful and I am seeking your advice on.

Mr Joseph R Seiders stated to the Court in his sworn affidavit:


‘MRIWW has never maintained offices or a place of business in Ohio or anywhere else in the United States.’

And

MRIWW’s only office and place of business is in Windsor, England.

I personally cannot understand how this could be truthful Mr Ballou. Let me explain why:

1. Let me show you a footer received from your MRIWW support center in Cleveland.

Brynda Harris
Online Support Specialist

MRI Worldwide
Franchise Service Center
Corporate Office, Cleveland
Direct: +1 216 416 8226
IT Helpdesk: +1 216 416 8260
mrisupport@mrinetwork.com
Web: www.mrinetwork.com and www.mriww.com

Mr Ballou, you will notice the footer of Brenda Harris clearly states MRI Worldwide Franchise Support Center Cleveland. This email was received on 22nd July 2005. How can Mr Seiders’ statement to the Court be consistent with this fact?

2. Mr Ballou, let me show you another footer also received from your MRIWW support center in Cleveland from John Lilley sent on 18th Jan 2005:

John Lilley
VP of Information Technology
MRI Worldwide
Franchise Support Center, Cleveland
US Direct: +1 216 416 8333
UK Direct: +44 870 777 3922
E-mail:john.lilley@mrinetwork.com
Online Helpdesk: +1 216 416 8260
mrisupport@mrinetwork.com

WorldWide HelpDesk: 0800 298 8691
itsupport@mrinetwork.com
Web: www.mrinetwork.com and www.mriww.com

Here too Mr Ballou, you will note that the footer clearly states: MRI Worldwide Franchise Support Center Cleveland. How can Mr Joseph R Seiders’ statement to the Court be consistent with this fact?

3. Let me also point to a mail sent to all MRIWW franchisees by Mr Steve Mills where he stated:

‘Where we move support to the US, as with the IT helpdesk, Owners will note that the staff are working European hours to maintain a service level.’

Mr Ballou, clearly Mr Steve Mills is stating that MRIWW IT support was being provided in Ohio in the USA. How can Mr Seiders’ statement to the Court be consistent with this fact?

4. In that same mail to MRIWW franchisees, Mr Steve Mills goes on to say:

‘It is a fact that most of the executives are based in the US, but it is no different to having operations in Windsor and finance in Manchester.’

Mr Ballou, Mr Mills is clearly stating to MRIWW franchisees that most of the executives are based in the USA. How can Mr Seiders’ statement to the Court be consistent with this fact?

5. Allen Salikof (Steve Mills line manager) has always been based in the United States. He regularly communicated with MRIWW franchisees in setting MRI direction and giving updates on where we were going and what current issues where. That was done from his offices in Ohio and latterly in Philadelphia – both USA based. How can Mr Seiders’ statement to the Court be consistent with this fact?

6. As an MRIWW franchisee, I personally received MRIWW IT help from the USA from your IT support people in Cleveland Ohio on several occasions. The most recent being on 14th July 2005.

Mr Ballou, how can Mr Joseph R Seiders’ statement to the Court be consistent with this fact?

7. Many regular updates were (and still are) given to all MRIWW franchisees from the United States. Examples of these are ‘Managers Digest’, ‘The Source’, ‘Ewires’, ‘Manager Talk’, ‘News Flashes and other updates on company direction, policy and other issues from various USA based people including Allen Salikof and Ken Hagerstrom, Phil Calamia. Don Goldman, Mike Rode and even yourself Mr Ballou, all USA based.

Mr Ballou, how can Mr Seiders’ statement to the Court be consistent with this fact?

8. Extract from FAQ's May 2003.

‘Jonathan Taylor and his Finance team now report directly to the MRI CFO in the US.’

Mr Ballou, clearly the senior management for MRIWW is in the USA. How can this be consistent with Mr Seiders statement?

9. Extract from Open response mail sent by Steve Mills to franchisees states:

‘The suggestion that the UK always has to get authority from the US is ludicrous. Consider the specifics. As with any company, there are different levels of authority. As President and CEO, Allen has the highest level. Phil Calamia as CFO has the next level. Both are US based.’

Once again Mr Ballou, we see evidence of that senior management for MRIWW is USA based. How can Mr Seiders’ statement to the Court be consistent with this fact?

10. Extract from Open response mail sent by Steve Mills to franchisees states:

‘All Owners, anywhere in the world, have access to any MRI executive. We do not believe there to be a need for a senior executive based outside of the USA.’

Once again Mr Ballou, we see evidence that all senior management for MRIWW is USA based. In fact Mr Mills states that there is no senior executive anywhere outside of the USA. How can Mr Seiders’ statement to the Court be consistent with this fact?

Mr Joseph R Seiders also stated to the Court in his sworn affidavit:


‘Effective January 1, 2004, all employees of Management Recruiters who were employed in Ohio became employees of FSO.’ (Statement 7)

However, Donald Goldman sent an email to all MRI Network offices via the intranet in which he declared:

‘Although I officially "retired" as an MRI employee on July 11, on July 12 I transitioned to my new role as outside counsel to MRI.’

This email was dated 25 August 2005. When I enquired as to which year Mr Goldman was referring to, he replied saying 2005. So you see Mr Ballou that this contradicts Mr Joseph R Seiders statement made to the Courts.

Mr Joseph R Seiders also stated to the Court in his sworn affidavit:


‘MRIWW has always maintained a separate corporate identity.’

Mr Ballou, how can this statement be correct when you have consistently portrayed MRI and MRIWW as one global company? For example:

1. The marketing material that you have consistently given to MRI (both MRIWW and MRI Inc) has been to portray them as one entity. Let me quote your chosen words from your annual report of 2001:

‘MANAGEMENT RECRUITERS INTERNATIONAL
A well-established brand Management Recruiters International is the worlds largest search and recruitment firm, specializing in mid-level and senior-level recruitment and placement through a network of more than 1,100 franchise and company owned offices in approximately 26 countries.’

(Similar statements appear consistently in all of your annual reports)

So Mr Ballou, your statement has clearly grouped MRI Inc an MRIWW into one entity. The same is true for all MRIWW offices that are given the same information (i.e. largest recruitment firm, more than 1100 offices worldwide) to market their services to clients. It is the way you teach offices to portray themselves. Merging of the boundaries is consistently portrayed by you and through your training via all MRI offices globally. How then can Mr Seiders statement be true?

2. In Steve Mills Open letter to MRIWW Franchisees he states:

‘By bringing together the MRI and MRIWW corporate teams, we have been able to make great strides in efficiency, productivity and in elimination of waste.’

Mr Ballou, how can Mr Joseph R Seiders’ statement to the Court be consistent with this?

3. In the Press News Release prepared by your staff and copied to MRIWW franchises around 3rd May 2005. It states:

‘Windsor, UK, May 2005 – Management Recruiters International, Inc (MRI), the worlds largest search and recruitment organisation, awarded employees for their hard work in generating new business at their Annual European Regional Meeting in Birmingham earlier this month.

Mr Ballou, please note that you have even referred to MRIWW as MRI Inc and as usual grouped them together as the worlds largest search organisation. A clear statement you made to the press that portrays a single entity not separate entities. How can Mr Seiders’ statement to the Court be consistent with this fact?

4. In your own Corporate Directories published and provided to all MRI offices, you show people from MRI and MRIWW intermingled as one corporate identity. That is the way you choose to portray this information. How can Mr Seiders’ statement to the Court be consistent with this?

5. Extract from FAQ's May 2003, a joint communication from Steve Mills and Ken Hagerstrom.

‘Have we lost UK based leadership?
No, we have increased the international representation in our global leadership. It became increasingly clear that we were duplicating work in both of our corporate HQ's, and that many of the new initiatives being rolled out in Windsor or Cleveland would benefit all offices worldwide, and should be rolled out globally.’

Once again Mr Ballou, we see evidence of merging of these identities. How can Mr Seiders’ statement to the Court be consistent with this?

6. Extract from FAQ's May 2003, a joint communication from Steve Mills and Ken Hagerstrom:

In a sense, this is an extension of the way Steve Mills has headed up MRI Worldwide for the last 18 months. If you have a specific issue, you will direct your queries to the subject matter expert. It was formerly Steve's roll to ensure that we delivered on our goals and your needs. This is now the responsibility of Ken on a global basis, with the support and expertise of each of the department heads.

Once again Mr Ballou, we see evidence of merging of these identities. Mr Ballou, how can Mr Joseph R Seiders’ statement to the Court be consistent with this?

7. Extract from FAQ's May 2003.

‘John Lilley is taking the lead role in IT strategy and delivery on a global basis. He will remain Windsor based, spending much of his time in Cleveland, managing a global team of technology professionals on both sides of the Atlantic.’

Once again Mr Ballou, we see evidence of merging of these identities. How can Mr Seiders’ statement to the Court be consistent with this?

8. Extract from FAQ's May 2003, a joint communication from Steve Mills and Ken Hagerstrom.

‘Similarly, Mark Sinclair will now head up field marketing on a global basis’

Once again Mr Ballou, we see evidence of merging of these identities. How can Mr Seiders’ statement to the Court be consistent with this?

9. Extract from FAQ's May 2003.

‘Jonathan Taylor and his Finance team now report directly to the MRI CFO in the US.’

Once again Mr Ballou, we see evidence of merging of these identities. How can Mr Seiders’ statement to the Court be consistent with this?

10. Extract from FAQ's May 2003.

‘Are we now an American company?
The executive centre of MRI has always been American based. We were founded in America, and 80% of our offices are in North America. However, these changes send a clear signal that MRI is a truly global company.’

Once again Mr Ballou, we see evidence of merging of these identities. In fact here they jointly state MRI (that’s MRI Inc and MRIWW) are a truly global company! How can Mr Seiders’ statement to the Court be consistent with this?

11. Extract from Ken Hagerstrom’s mail on field organisation dated April 2003.

‘Steve Mills, known to many of you who have worked with MRIWW, will run the worldwide Franchise Field Support Team and will have seven direct reports. Steve has elected to divide the world into five distinct territories.’

Once again Mr Ballou, we see evidence of merging of these identities. In fact here Steve Mills, with a global brief has chosen to split the world into five territories in this global company. How can Mr Joseph R Seiders’ statement to the Court be consistent with this?

12. Extract from Open response mail sent by Steve Mills to franchisees states:

‘All Owners, anywhere in the world, have access to any MRI executive. We do not believe there to be a need for a senior executive based outside of the USA.’

Once again Mr Ballou, we see evidence of merging of these identities. In fact Mr Mills states that there is no senior executive anywhere outside of the USA. How can Mr Seiders’ statement to the Court be consistent with this?

13. Extract from Open response mail sent by Steve Mills to franchisees states:

‘The suggestion that the UK always has to get authority from the US is ludicrous. Consider the specifics. As with any company, there are different levels of authority. As President and CEO, Allen has the highest level. Phil Calamia as CFO has the next level. Both are US based.’

Once again Mr Ballou, we see evidence of merging of these identities as well as the named individuals who are USA based. How can Mr Seiders’ statement to the Court be consistent with this?

Mr Joseph R Seiders also stated to the court in his sworn affidavit:


‘Prior to 2003, Management Recruiters maintained its office at 200 Public Square, Cleveland Ohio.’ (Statement 3)

Mr Ballou, whilst that is true, it may be misleading the court as it implies that it did not do so after 2003. But that is demonstrably not correct. As a franchisee I received support from your people in Cleveland Ohio before and after 2003. In fact I personally received support from Cleveland as recently as 2005. Also let me show here a footer from your support people based in Cleveland received in August 2005:

Chris Coulter
IT Support Specialist
Management Recruiters International
IT Services / Corporate
200 Public Square, 30th Floor
Cleveland, OH 44114
U.S.A.
Phone Direct: +1 216-416-8291
WorldWide HelpDesk: 0800 298 8691
www.MRInetwork.com

Mr Ballou, you will see that this footer clearly shows MRI in Cleveland after 2003. How then can Mr Joseph R Seiders statement be wholly truthful and not misleading to the courts? Please explain.

In summary, there appears to be a set of facts that make Mr Joseph R Seiders statements to the Ohio Courts questionable if not totally misleading or false. Misleading the Courts is a very serious issue and in the UK people can go to prison for such offences. Of course, you may be able to explain all of these apparent anomalies. If you cannot, I suspect that you will simply refuse to enter into debate about them. However, bear in mind that the integrity and ethics of any organisation is set and run from the most senior managers within that organisation. You will recall the ethical issues that I raised with you about your chosen actions and misrepresentations in my earlier emails of 12th October, 25th October and 3rd November 2006. However, you have chosen not to answer the questions it raises, so far. These are all important issues that, in my opinion, will have a very detrimental impact onto the long-term viability of MRI and its financial health. As MRI contributes a significant proportion of CDI’s profit, I fail to understand why you have so far chosen to ignore these. Do you believe that this approach is in the best interests of your shareholders?

I repeat the point made in my last email: My door has always been open for dialogue, but you consistently refuse to enter. That is your prerogative, but sticking your head in the sand and ignoring me will not make these issues go away. I personally believe that your stance of ignoring these issues is a dangerously flawed strategy as these issues are really important and have immense implications to CDI, its revenue streams and of course to my fellow shareholders. Clearly, one of us is wrong. Time and exposure of the facts will show who is right and who is wrong. My door will continue to remain open for dialogue as time progresses. Feel free to contact me at any stage to start to discuss them and start to answer my outstanding questions.

Mr Ballou. I look forward to your answers. Please acknowledge receipt of this email by return.

Please also note that I have sent Mr Lawrence C Karlson, Chair of CDI Audit Committee, an e-mail relating to the Sarbanes-Oxley issues that I raised with you on 12th October 2006, as I do not believe he has answered the whole issue yet. I sent that mail via an intermediary who assured me that it was passed on to him, but I have not yet received a reply. I have therefore attached a copy of it along with this email and request that you ensure he receives a copy via you. Perhaps you would be good enough to remind him that I have not yet received an acknowledgement from him and ask him to send one with an indication of when I will be receiving a full reply to the Sarbanes–Oxley questions.

Sincerely,
Bob Stewart
CDI Corporation Shareholder



-------------------------------- End of 4th email sent to Roger H Ballou ------------------------------------

What I personally find surprising is that Roger H Ballou CEO of CDI Corp, has not commented on this apparent set of misstatements made under oath to Ohio Court in an affidavit by one of the most senior executives of CDI Corporation. Namely, Mr Joseph R Seiders, Senior Vice President and General Counsel of CDI Corporation. Why not, we ask? Sticking his head in the sand and pretending that this has not occurred, is in my opinion a very questionable way for the CEO of CDI Corporation to behave when the moral integrity of his management board is in question. Is it perhaps that he cannot defend these misstatement by Mr Joseph R Seiders as they are simply not true? I invite you to read the fact and draw you own conclusions.

Also see: