Janus' Lance Rowland is not taking Highfields Capital Management's recent questioning of the fund firm's disclosure lying down. The chairman of the Denver-based fund firm yesterday filed a letter answering to Highfields' criticism of the fund firm's proxy disclosures. In short, Rowland explained that pay for Mark Whiston was not disclosed because he was not yet CEO during the period covered by the filing.

Rowland added that by delaying the appointment, Janus was able to avoid taxes on pay in excess of one million dollars earned by Whiston. He added that Janus was in bind since shareholders had not approved the compensation paid to Whiston that pushed him over the deduction limit for top officers.

"At the beginning of 2002, Mark Whiston was our top Janus salesperson, not a CEO-to-be, so no shareholder approval of his compensation was necessary. We did not want the company to lose the tax deduction for compensation paid to any executive, so we, upon the advice of outside counsel, provided that the 2002 Stilwell executives would stay in place until January 1, 2003," wrote Rowland.

Rowland also pointed out that the proxy filing included a description of the new Janus executives' employment agreements that he claims went beyond SEC mandated disclosures.

Highfields', a buyout firm that has acquired a 9.1 percent stake in Janus, claims that Janus officials are taking a legalistic, rather than shareholder friendly approach in their disclosures to shareholders.  

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