|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.
What happens when the different parts of a vehicle become smarter than the vehicle itself? As we move toward the era of smart everything, hundreds of entities in a vehicle that communicate with each other, the vehicle and external systems create a need for identity orchestration so that all entities work as a conglomerate. Much like an orchestra without a conductor, without the ability to secure, control, and connect the link between a vehicle’s head unit, devices, and systems and to manage the ...
Dec. 9, 2016 08:00 PM EST Reads: 1,009
An IoT product’s log files speak volumes about what’s happening with your products in the field, pinpointing current and potential issues, and enabling you to predict failures and save millions of dollars in inventory. But until recently, no one knew how to listen. In his session at @ThingsExpo, Dan Gettens, Chief Research Officer at OnProcess, discussed recent research by Massachusetts Institute of Technology and OnProcess Technology, where MIT created a new, breakthrough analytics model for ...
Dec. 9, 2016 07:45 PM EST Reads: 686
IoT is rapidly changing the way enterprises are using data to improve business decision-making. In order to derive business value, organizations must unlock insights from the data gathered and then act on these. In their session at @ThingsExpo, Eric Hoffman, Vice President at EastBanc Technologies, and Peter Shashkin, Head of Development Department at EastBanc Technologies, discussed how one organization leveraged IoT, cloud technology and data analysis to improve customer experiences and effici...
Dec. 9, 2016 06:45 PM EST Reads: 5,135
Everyone knows that truly innovative companies learn as they go along, pushing boundaries in response to market changes and demands. What's more of a mystery is how to balance innovation on a fresh platform built from scratch with the legacy tech stack, product suite and customers that continue to serve as the business' foundation. In his General Session at 19th Cloud Expo, Michael Chambliss, Head of Engineering at ReadyTalk, discussed why and how ReadyTalk diverted from healthy revenue and mor...
Dec. 9, 2016 06:15 PM EST Reads: 1,760
The 20th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held June 6-8, 2017, at the Javits Center in New York City, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Containers, Microservices and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportunity. Submit your speaking proposal ...
Dec. 9, 2016 05:30 PM EST Reads: 2,364
In this strange new world where more and more power is drawn from business technology, companies are effectively straddling two paths on the road to innovation and transformation into digital enterprises. The first path is the heritage trail – with “legacy” technology forming the background. Here, extant technologies are transformed by core IT teams to provide more API-driven approaches. Legacy systems can restrict companies that are transitioning into digital enterprises. To truly become a lead...
Dec. 9, 2016 05:30 PM EST Reads: 466
You have great SaaS business app ideas. You want to turn your idea quickly into a functional and engaging proof of concept. You need to be able to modify it to meet customers' needs, and you need to deliver a complete and secure SaaS application. How could you achieve all the above and yet avoid unforeseen IT requirements that add unnecessary cost and complexity? You also want your app to be responsive in any device at any time. In his session at 19th Cloud Expo, Mark Allen, General Manager of...
Dec. 9, 2016 05:15 PM EST Reads: 1,884
The Internet of Things (IoT) promises to simplify and streamline our lives by automating routine tasks that distract us from our goals. This promise is based on the ubiquitous deployment of smart, connected devices that link everything from industrial control systems to automobiles to refrigerators. Unfortunately, comparatively few of the devices currently deployed have been developed with an eye toward security, and as the DDoS attacks of late October 2016 have demonstrated, this oversight can ...
Dec. 9, 2016 05:15 PM EST Reads: 1,460
"MathFreeOn.com is a line coding platform for engineers and scientists. When they want to solve an engineering problem and they have to use software - they have to pay a lot of money for licenses - but with MathFreeOn you don't have to pay a lot of money. Just go to our site and write the code and you can check the result right away," explained Simon Lee, CMO of MathFreeOn, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Cla...
Dec. 9, 2016 05:15 PM EST Reads: 397
In his session at 19th Cloud Expo, Claude Remillard, Principal Program Manager in Developer Division at Microsoft, contrasted how his team used config as code and immutable patterns for continuous delivery of microservices and apps to the cloud. He showed how the immutable patterns helps developers do away with most of the complexity of config as code-enabling scenarios such as rollback, zero downtime upgrades with far greater simplicity. He also demoed building immutable pipelines in the cloud ...
Dec. 9, 2016 05:00 PM EST Reads: 2,066
As data explodes in quantity, importance and from new sources, the need for managing and protecting data residing across physical, virtual, and cloud environments grow with it. Managing data includes protecting it, indexing and classifying it for true, long-term management, compliance and E-Discovery. Commvault can ensure this with a single pane of glass solution – whether in a private cloud, a Service Provider delivered public cloud or a hybrid cloud environment – across the heterogeneous enter...
Dec. 9, 2016 04:45 PM EST Reads: 1,863
Bert Loomis was a visionary. This general session will highlight how Bert Loomis and people like him inspire us to build great things with small inventions. In their general session at 19th Cloud Expo, Harold Hannon, Architect at IBM Bluemix, and Michael O'Neill, Strategic Business Development at Nvidia, discussed the accelerating pace of AI development and how IBM Cloud and NVIDIA are partnering to bring AI capabilities to "every day," on-demand. They also reviewed two "free infrastructure" pr...
Dec. 9, 2016 04:45 PM EST Reads: 1,295
In his session at Cloud Expo, Robert Cohen, an economist and senior fellow at the Economic Strategy Institute, provideed economic scenarios that describe how the rapid adoption of software-defined everything including cloud services, SDDC and open networking will change GDP, industry growth, productivity and jobs. This session also included a drill down for several industries such as finance, social media, cloud service providers and pharmaceuticals.
Dec. 9, 2016 03:45 PM EST Reads: 596
"Dice has been around for the last 20 years. We have been helping tech professionals find new jobs and career opportunities," explained Manish Dixit, VP of Product and Engineering at Dice, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 9, 2016 03:30 PM EST Reads: 1,236
"ReadyTalk is an audio and web video conferencing provider. We've really come to embrace WebRTC as the platform for our future of technology," explained Dan Cunningham, CTO of ReadyTalk, in this SYS-CON.tv interview at WebRTC Summit at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 9, 2016 03:15 PM EST Reads: 870