Maple Leaf shareholders to talk governance in April

A Toronto investment management firm that wants to see changes in how Maple Leaf Foods picks its board of directors may have to wait until late April to get a vote on its proposals.

West Face Capital, which in August bought up an 11.4 per cent stake in the Toronto-based meat and bakery giant from the Ontario Teachers’ Pension Plan, filed in early December for a special meeting of Maple Leaf shareholders on what it calls “serious investor concerns.”

But Maple Leaf on Dec. 23 officially scheduled its annual meeting of shareholders in Toronto for April 28, 2011, at which it said its shareholders will also get a special vote on the five “non-binding advisory resolutions” West Face has put forward.

Maple Leaf’s board said it will hold the vote on the West Face resolutions at the annual meeting, rather than at a separate meeting, “to enable shareholders to properly consider the non-binding advisory resolutions in the context of the board’s ongoing renewal process and the election of directors.”

Plus, the company said Dec. 23, “in view of the proximity to the annual meeting, the cost of holding two separate meetings is not justified.”

West Face’s resolutions, which the investment firm publicly released early last month, propose that:

  • Maple Leaf’s board be trimmed to nine directors, down from the current 12, and fixed at that level as of the date of the company’s 2011 annual general meeting;
  • at least two-thirds of the directors of Maple Leaf be considered “independent;”
  • each of the committees of the board be made up solely of “independent” directors;
  • an independent global executive search firm find suitable independent candidates who would be nominated for election to the board at Maple Leaf’s AGM; and
  • that Maple Leaf should adopt a “say on pay” policy that gives shareholders the chance at each annual meeting to consider, on a “non-binding, advisory” basis, the company’s approach to executive compensation.

But Maple Leaf reiterated in its Dec. 23 release that it’s also recently set up a “shareholder relations” committee to lead its board’s “ongoing renewal process.”

The committee, chaired by Maple Leaf director and now-retired Ontario Power Corp. CEO James Hankinson, also includes directors Geoff Beattie, John Bragg, Claude Lamoureux and Jeffrey Gandz, “each of whom is an independent director,” Maple Leaf said.

“Recent changes in the composition of our board and in our shareholder base require changes to the board,” Hankinson said in the Dec. 23 release.

The shareholder relations committee, he said, “is actively seeking input on the board renewal process from Maple Leaf shareholders and we expect to provide a substantive update on our progress prior to the annual and special meeting.”

That update, Hankinson said, “will enable shareholders to make an informed vote on the West Face Capital resolutions.”

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