|By PR Newswire||
|March 20, 2014 12:58 PM EDT||
HALIFAX, March 20, 2014 /CNW/ - Concerned Shareholders led by Clarke Inc. (TSX: CKI CKI.DB.A) today submitted four Shareholder Proposals designed to protect investors from further ill-considered acquisitions and to reform excessive and inappropriate compensation practices at Sherritt International Corporation ("Sherritt").
All Sherritt shareholders will have an opportunity to vote on the proposals at the Company's Annual and Special meeting to be held on May 6, 2014.
The Concerned Shareholders of Sherritt collectively own more than 5.0% of the outstanding common shares of Sherritt. Separately, on December 20, 2013, Clarke Inc., on behalf of the Concerned Shareholders, requisitioned a special meeting to allow Sherritt shareholders to vote on the removal of certain directors and their replacement by new directors who can better represent the interests of all the Company's shareholders.
"The proposals we have submitted today are all consistent with accepted best practices in Canadian corporate governance and are intended to help align the interests of Sherritt's Board of Directors with shareholder interests," said George Armoyan, President and Chief Executive Officer of Clarke Inc. "Particularly in the absence of true shareholder representation on the Sherritt Board, all of these steps should have been taken by the current Board of Directors on its own initiative, but it has failed to act."
The Shareholder Proposals will be included in Sherritt's Management Information Circular to be disseminated before the annual and special meeting. In summary, they are:
1. Approval of Acquisitions: Amend the Company's by-laws to require that any material acquisition must be unanimously approved by all Directors.
The Concerned Shareholders note Sherritt's dismal track record in capital allocation and lack of consistent strategic direction. One example is the coal business which was sold, reacquired and sold again, with the recent sale resulting in an impairment of $519 million and costing the shareholders approximately $1.75 per share. Similarly, the Board committed to spend $110 million on its Sulawesi nickel project only to abandon it as uneconomic three years later.
2. Director Compensation: Urge the Board to seek shareholder views on Director compensation through an advisory vote.
"Say on pay" for executive management is increasingly accepted as a right of shareholders. The Concerned Shareholders believe it is only logical to extend this concept to Boards of Directors since they are directly responsible to shareholders. It is particularly needed at Sherritt where, in 2012, the Directors were paid a total of $3.7 million which is an average of more than $400,000 per Board seat. That is certainly among the highest director compensation in Canada and is almost twice the average of the companies Sherritt describes as its peers, most of whom are larger and more successful.
3. Executive Compensation: Urge the Board to seek shareholder views on executive compensation through an advisory vote.
The Chief Executive Officer at Sherritt was paid a total of $2,772,501 in 2012. That year, he led the Company to a 20% decrease in EBITDA and a 24% drop in cash flow from operations, significantly underperforming Sherritt's peers. The Concerned Shareholders believe compensation should be tied to performance.
The current Board and Management own less than 0.25% of Sherritt's common shares and receive the great majority of their compensation as cash. They have effectively no financial interest in the success of Sherritt and their interests are not aligned with the interests of shareholders. The Concerned Shareholders believe the Board and Management should share in the risks as well as the rewards of the business.
4. Special Perquisites for Directors: Advise the Board to stop authorizing special perquisites for directors that do not align with shareholders.
Sherritt's Board paid itself more than $1.5 million in 2012 in compensation for restrictions to travel in the U.S. under the Helms-Burton Act, even though the majority of the current Directors have not been restricted from travelling to the U.S.
It is also simply inappropriate for shareholders to pay travel and other expenses for the spouses of Directors and management. It is a luxury an underperforming company cannot afford, particularly when the compensation paid to the Board and certain executives is already excessive and the spouses are not contributing to the direction of Sherritt.
"Each of these proposals can help transform Sherritt from a private club, apparently run for the benefit of the Board of Directors, into a properly governed public company managed for the benefit of all its shareholders," Mr. Armoyan said.
The Concerned Shareholders also announced that they will, in due course, file a Proxy Circular describing their reasons for the need for change at Sherritt and the plans they will recommend to the Board.
This news release does not constitute a solicitation of proxies.
About Clarke Inc.
Halifax-based Clarke invests in a variety of private and publicly-traded businesses and participates actively where necessary to enhance performance and increase its return. Clarke's securities trade on the Toronto Stock Exchange (CKI; CKI.DB.A); for more information about Clarke, please visit our website at www.clarkeinc.com.
Note on Forward-Looking Statements and Risks
This press release may contain or refer to certain forward-looking statements relating, but not limited to, the Company's expectations, intentions, plans and beliefs with respect to the Company. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "does not expect", "is expected", "budget", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or equivalents or variations, including negative variations, of such words and phrases, or state that certain actions, events or results, "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward-looking statements include, without limitation, those with respect to the future price and value of securities held by the Company, changes in these securities holdings, changes to the Company's hedging practices, currency fluctuations, requirements for additional capital, changes to government regulations, and the timing and possible outcome of pending litigation. Forward-looking statements rely on certain underlying assumptions that, if not realized, can result in such forward-looking statements not being achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results of the Company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements.
With respect to the Company's Investment segment, such risks and uncertainties include, among others, the Company's investment strategy, legal and regulatory risks, general market risk, potential lack of diversification in the Company's investments, interest rates and foreign currency fluctuations and other factors. Other general risks and uncertainties include, among others, the sale of Company investments and subsidiaries, dividends are not guaranteed, share liquidity, reliance on key executives, environmental considerations, use of information technology and information systems, commodity market risk, risks associated with investment in derivative instruments and other factors.
Although the Company has attempted to identify important factors that could cause actions, events or results not to be as estimated or intended, there can be no assurance that forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Other than as required by applicable Canadian securities laws, the Company does not update or revise any such forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events. Accordingly, readers should not place undue reliance on forward-looking statements.
SOURCE Clarke Inc.
You think you know what’s in your data. But do you? Most organizations are now aware of the business intelligence represented by their data. Data science stands to take this to a level you never thought of – literally. The techniques of data science, when used with the capabilities of Big Data technologies, can make connections you had not yet imagined, helping you discover new insights and ask new questions of your data. In his session at @ThingsExpo, Sarbjit Sarkaria, data science team lead ...
May. 2, 2016 11:00 PM EDT Reads: 996
Much of the value of DevOps comes from a (renewed) focus on measurement, sharing, and continuous feedback loops. In increasingly complex DevOps workflows and environments, and especially in larger, regulated, or more crystallized organizations, these core concepts become even more critical. In his session at @DevOpsSummit at 18th Cloud Expo, Andi Mann, Chief Technology Advocate at Splunk, will show how, by focusing on 'metrics that matter,' you can provide objective, transparent, and meaningfu...
May. 2, 2016 08:30 PM EDT Reads: 711
If there is anything we have learned by now, is that every business paves their own unique path for releasing software- every pipeline, implementation and practices are a bit different, and DevOps comes in all shapes and sizes. Software delivery practices are often comprised of set of several complementing (or even competing) methodologies – such as leveraging Agile, DevOps and even a mix of ITIL, to create the combination that’s most suitable for your organization and that maximize your busines...
May. 2, 2016 07:45 PM EDT Reads: 1,892
In his session at @ThingsExpo, Chris Klein, CEO and Co-founder of Rachio, will discuss next generation communities that are using IoT to create more sustainable, intelligent communities. One example is Sterling Ranch, a 10,000 home development that – with the help of Siemens – will integrate IoT technology into the community to provide residents with energy and water savings as well as intelligent security. Everything from stop lights to sprinkler systems to building infrastructures will run ef...
May. 2, 2016 07:00 PM EDT Reads: 1,053
SYS-CON Events announced today that Peak 10, Inc., a national IT infrastructure and cloud services provider, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Peak 10 provides reliable, tailored data center and network services, cloud and managed services. Its solutions are designed to scale and adapt to customers’ changing business needs, enabling them to lower costs, improve performance and focus inter...
May. 2, 2016 06:30 PM EDT Reads: 1,309
In the world of DevOps there are ‘known good practices’ – aka ‘patterns’ – and ‘known bad practices’ – aka ‘anti-patterns.' Many of these patterns and anti-patterns have been developed from real world experience, especially by the early adopters of DevOps theory; but many are more feasible in theory than in practice, especially for more recent entrants to the DevOps scene. In this power panel at @DevOpsSummit at 18th Cloud Expo, moderated by DevOps Conference Chair Andi Mann, panelists will dis...
May. 2, 2016 06:00 PM EDT Reads: 719
Up until last year, enterprises that were looking into cloud services usually undertook a long-term pilot with one of the large cloud providers, running test and dev workloads in the cloud. With cloud’s transition to mainstream adoption in 2015, and with enterprises migrating more and more workloads into the cloud and in between public and private environments, the single-provider approach must be revisited. In his session at 18th Cloud Expo, Yoav Mor, multi-cloud solution evangelist at Cloudy...
May. 2, 2016 05:30 PM EDT Reads: 1,569
Artificial Intelligence has the potential to massively disrupt IoT. In his session at 18th Cloud Expo, AJ Abdallat, CEO of Beyond AI, will discuss what the five main drivers are in Artificial Intelligence that could shape the future of the Internet of Things. AJ Abdallat is CEO of Beyond AI. He has over 20 years of management experience in the fields of artificial intelligence, sensors, instruments, devices and software for telecommunications, life sciences, environmental monitoring, process...
May. 2, 2016 05:15 PM EDT Reads: 1,001
Increasing IoT connectivity is forcing enterprises to find elegant solutions to organize and visualize all incoming data from these connected devices with re-configurable dashboard widgets to effectively allow rapid decision-making for everything from immediate actions in tactical situations to strategic analysis and reporting. In his session at 18th Cloud Expo, Shikhir Singh, Senior Developer Relations Manager at Sencha, will discuss how to create HTML5 dashboards that interact with IoT devic...
May. 2, 2016 05:00 PM EDT Reads: 1,101
See storage differently! Storage performance problems have only gotten worse and harder to solve as applications have become largely virtualized and moved to a cloud-based infrastructure. Storage performance in a virtualized environment is not just about IOPS, it is about how well that potential performance is guaranteed to individual VMs for these apps as the number of VMs keep going up real time. In his session at 18th Cloud Expo, Dhiraj Sehgal, in product and marketing at Tintri, will discu...
May. 2, 2016 04:00 PM EDT Reads: 914
So, you bought into the current machine learning craze and went on to collect millions/billions of records from this promising new data source. Now, what do you do with them? Too often, the abundance of data quickly turns into an abundance of problems. How do you extract that "magic essence" from your data without falling into the common pitfalls? In her session at @ThingsExpo, Natalia Ponomareva, Software Engineer at Google, will provide tips on how to be successful in large scale machine lear...
May. 2, 2016 03:45 PM EDT Reads: 1,354
SYS-CON Events announced today that SoftLayer, an IBM Company, has been named “Gold Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2016, at the Javits Center in New York, New York. SoftLayer, an IBM Company, provides cloud infrastructure as a service from a growing number of data centers and network points of presence around the world. SoftLayer’s customers range from Web startups to global enterprises.
May. 2, 2016 03:30 PM EDT Reads: 1,074
The IoTs will challenge the status quo of how IT and development organizations operate. Or will it? Certainly the fog layer of IoT requires special insights about data ontology, security and transactional integrity. But the developmental challenges are the same: People, Process and Platform. In his session at @ThingsExpo, Craig Sproule, CEO of Metavine, will demonstrate how to move beyond today's coding paradigm and share the must-have mindsets for removing complexity from the development proc...
May. 2, 2016 03:00 PM EDT Reads: 381
SYS-CON Events announced today that Ericsson has been named “Gold Sponsor” of SYS-CON's @ThingsExpo, which will take place on June 7-9, 2016, at the Javits Center in New York, New York. Ericsson is a world leader in the rapidly changing environment of communications technology – providing equipment, software and services to enable transformation through mobility. Some 40 percent of global mobile traffic runs through networks we have supplied. More than 1 billion subscribers around the world re...
May. 2, 2016 02:45 PM EDT Reads: 1,101