Welcome!

News Feed Item

ISS Acknowledges Role of Concerned Shareholders In Driving Change at Sherritt

HALIFAX, April 21, 2014 /CNW/ - The Concerned Shareholders of Sherritt International Corporation ("Sherritt") today advised fellow shareholders that proxy advisory firm Institutional Shareholder Services Inc. ("ISS") has confirmed the Concerned Shareholders' stated view that they are responsible for positive changes at Sherritt.

Referring to the Concerned Shareholders as "the dissident" in a report issued today, ISS says:

"Management has demonstrated a high level of shareholder responsiveness since the debut of the dissident, and a number of positive governance changes particularly with respect to the director compensation have been implemented as the result of the shareholder engagement."

This "shareholder responsiveness" is the result of actions of the Concerned Shareholders.

The Concerned Shareholders note that Sherritt's Board had taken no steps in improving corporate governance or strategy before being approached by Clarke Inc., the leader of the Concerned Shareholders in 2013. The Board has yet to take action on improving its capital allocation, cost control and improvement to executive management. Further, the Board refuses to acknowledge the need for greater shareholder representation.

Given what the Concerned Shareholders have achieved even without representation on the Board, they ask fellow shareholders to consider what could be achieved with three new directors acting on behalf of all shareholders.

Shareholders can maintain the momentum for improvement by voting the GREEN  proxy to support the Concerned Shareholder nominees to the Board of Directors and their four Shareholder Proposals before Sherritt's Annual and Special Meeting to be held on May 6, 2014.

The Concerned Shareholders strongly disagree with the ISS finding that change is not warranted at Sherritt and believes it is based on using inappropriate companies as a peer group for comparison. The peers used to compare performance include smaller, pure-play nickel companies, which Sherritt is not.  In 2013, only 28% of Sherritt's revenue, and only 12% of EBITDA, was from metals. More than half its EBITDA was derived from oil and gas. Sherritt should be considered a resource conglomerate and the peers used by ISS are not.  Similarly, the group used to compare compensation was provided by Sherritt and are not, in fact, comparable. 

ISS also subtracts from director compensation the $150,000 annual payments to each director paid as compensation for purported restrictions on travel to the United States under the Helm-Burton Act. It also excludes retirement payments. These are real costs to shareholders and should clearly be included in total compensation.

Further, ISS does not address the fact that Sherritt's Information Circular and form of proxy are deliberately misleading. The Company proxy that ISS recommends using does not even include the names of all the Concerned Shareholder nominees. This is an obvious abuse of corporate democracy, since shareholders cannot use the Company's proxy to vote for all the nominees.

The Concerned Shareholders' case for change and the addition of true shareholders representation to Sherritt's Board is clear:

  • Sherritt's return, with dividends reinvested, was a loss of 55% for the three years prior to the Concerned Shareholders filing the requisition for a special meeting.
  • The interests of the Board and management are not aligned with the interests of shareholders. The Board and management own less than 0.25% of the Company's common shares.
  • The compensation the Board pays itself is excessive, at an average of $362,000 for each current director, and inappropriate, since it is largely in cash. There is virtually no incentive to create shareholder value, and the inevitable result has been dismal operating and share price performance.
  • The Board of Sherritt continues to support an unqualified and unsuccessful CEO despite clear evidence of failure.
  • Sherritt's record of capital allocation is very poor and it has had to write off $717 million, or $2.41 per share, in the past five years.
  • The Board and management  have made no effort to control climbing overhead and operating costs.
  • Sherritt lacks a clearly articulated corporate strategy and the Board itself acknowledges that in late 2013, only 5% of its shareholders believed the Board had successfully communicated any strategy.
  • Although Sherritt describes nickel as a core feature of the Company's development, the Board is completely lacking in expertise in nickel. The Concerned Shareholder nominees offer that expertise, as well as experience in large international construction and infrastructure projects. They also provide proven entrepreneurial drive and shareholder value creation.  

Earlier today, the Concerned Shareholders posted a comprehensive presentation on the need for positive change at Sherritt at their website www.SaveOurSherritt.com. The presentation provides details of their three experienced and highly qualified nominees to the Board and the value-creating steps its nominees would recommend to the majority of the Board after election.

The complete Concerned Shareholders Information Circular can also be downloaded at www.SaveOurSherritt.com and www.sedar.com.

Sherritt shareholders are advised to vote using the GREEN form of proxy that accompanies the Concerned Shareholders' Circular. They should disregard any proxy sent by Sherritt management and, even if they have voted a blue management proxy, they have the right to change their vote using a later-dated GREEN proxy. Only the last-dated proxy is counted.

In order for the GREEN proxy to be counted, it must be submitted consistent with the instructions on the proxy and must be received no later than 5:00 p.m. Toronto time on Thursday May 1, 2014.

Discard the blue proxy. Vote only the GREEN proxy for positive change at Sherritt.

Sherritt shareholders with questions can call 1-800-294-3174 or visit our website at www.SaveOurSherritt.com for more information.

About the Concerned Shareholders of Sherritt

Members of the Concerned Shareholders of Sherritt have been investors in the Company since May 2011. They are led by Halifax-based Clarke Inc. which invests in a variety of private and publicly-traded businesses and participates actively where necessary to enhance performance and increase the return to shareholders. Clarke's securities trade on the Toronto Stock Exchange (CKI; CKI.DB.A); for more information about Clarke, please visit the website at www.clarkeinc.com.

Statements Regarding Forward-Looking Information

This news release may contain forward-looking statements or forward-looking information within the meaning of applicable securities laws, including, without limitation, in respect of Clarke's and Sherritt's priorities, plans and strategies for Sherritt and Sherritt's anticipated financial and operating performance and prospects. All statements and information, other than statements of historical fact, included or incorporated by reference into this Circular are forward-looking statements and forward-looking information, including, without limitation, statements regarding activities, events or developments that Clarke expects or anticipates may occur in the future. Such forward-looking statements and information can be identified by the use of forward-looking words such as "will", "expect", "intend", "plan", "estimate", "anticipate", "believe" or "continue" or similar words and expressions or the negative thereof.

We caution readers of this news release not to place undue reliance on forward-looking statements and information contained in the news release, which are not a guarantee of performance, events or results and are subject to a number of risks, uncertainties and other factors that could cause actual performance, events or results to differ materially from those expressed or implied by such forward-looking statements or information. Sherritt's shareholders are cautioned that all forward-looking statements and information involve risks and uncertainties, including those risks and uncertainties detailed in Sherritt's continuous disclosure and other filings with applicable Canadian securities regulatory authorities, copies of which are available on SEDAR at www.sedar.com. We urge you to carefully consider those factors.

The forward-looking statements and information contained in this news release are expressly qualified in their entirety by this cautionary statement. The forward-looking statements and information included in this news release are made as of the date hereof and Clarke undertakes no obligation to publicly update such forward-looking statements or information to reflect new information, subsequent events or otherwise, except as required by applicable laws.

Additional Information

Sherritt has announced that it will hold its annual meeting of shareholders on May 6, 2014. The Concerned Shareholders' nominees will be considered for election at that meeting. The Concerned Shareholders filed a Circular on April 9, 2014, together with a GREEN proxy or voting instruction form. SHAREHOLDERS OF SHERRITT ARE URGED TO READ THE CIRCULAR CAREFULLY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain free copies of the Circular and any amendments or supplements thereto and further proxy circulars at no charge on SEDAR at www.sedar.com. In addition, shareholders will also be able to obtain free copies of the proxy circular and other relevant documents by calling the Concerned Shareholders' proxy solicitor, CST Phoenix Advisors at 1-800-294-3174.

SOURCE Clarke Inc.

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
StackIQ has announced the release of Stacki 3.2. Stacki is an easy-to-use Linux server provisioning tool. Stacki 3.2 delivers new capabilities that simplify the automation and integration of site-specific requirements. StackIQ is the commercial entity behind this open source bare metal provisioning tool. Since the release of Stacki in June of 2015, the Stacki core team has been focused on making the Community Edition meet the needs of members of the community, adding features and value, while ...
Big Data, cloud, analytics, contextual information, wearable tech, sensors, mobility, and WebRTC: together, these advances have created a perfect storm of technologies that are disrupting and transforming classic communications models and ecosystems. In his session at @ThingsExpo, Erik Perotti, Senior Manager of New Ventures on Plantronics’ Innovation team, provided an overview of this technological shift, including associated business and consumer communications impacts, and opportunities it ...
SYS-CON Events announced today that Venafi, the Immune System for the Internet™ and the leading provider of Next Generation Trust Protection, will exhibit at @DevOpsSummit at 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Venafi is the Immune System for the Internet™ that protects the foundation of all cybersecurity – cryptographic keys and digital certificates – so they can’t be misused by bad guys in attacks...
Security, data privacy, reliability, and regulatory compliance are critical factors when evaluating whether to move business applications from in-house, client-hosted environments to a cloud platform. Quality assurance plays a vital role in ensuring that the appropriate level of risk assessment, verification, and validation takes place to ensure business continuity during the migration to a new cloud platform.
It’s 2016: buildings are smart, connected and the IoT is fundamentally altering how control and operating systems work and speak to each other. Platforms across the enterprise are networked via inexpensive sensors to collect massive amounts of data for analytics, information management, and insights that can be used to continuously improve operations. In his session at @ThingsExpo, Brian Chemel, Co-Founder and CTO of Digital Lumens, will explore: The benefits sensor-networked systems bring to ...
"We formed Formation several years ago to really address the need for bring complete modernization and software-defined storage to the more classic private cloud marketplace," stated Mark Lewis, Chairman and CEO of Formation Data Systems, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Deploying applications in hybrid cloud environments is hard work. Your team spends most of the time maintaining your infrastructure, configuring dev/test and production environments, and deploying applications across environments – which can be both time consuming and error prone. But what if you could automate provisioning and deployment to deliver error free environments faster? What could you do with your free time?
Cloud analytics is dramatically altering business intelligence. Some businesses will capitalize on these promising new technologies and gain key insights that’ll help them gain competitive advantage. And others won’t. Whether you’re a business leader, an IT manager, or an analyst, we want to help you and the people you need to influence with a free copy of “Cloud Analytics for Dummies,” the essential guide to this explosive new space for business intelligence.
Manufacturers are embracing the Industrial Internet the same way consumers are leveraging Fitbits – to improve overall health and wellness. Both can provide consistent measurement, visibility, and suggest performance improvements customized to help reach goals. Fitbit users can view real-time data and make adjustments to increase their activity. In his session at @ThingsExpo, Mark Bernardo Professional Services Leader, Americas, at GE Digital, discussed how leveraging the Industrial Internet a...
Ixia (Nasdaq: XXIA) has announced that NoviFlow Inc.has deployed IxNetwork® to validate the company’s designs and accelerate the delivery of its proven, reliable products. Based in Montréal, NoviFlow Inc. supports network carriers, hyperscale data center operators, and enterprises seeking greater network control and flexibility, network scalability, and the capacity to handle extremely large numbers of flows, while maintaining maximum network performance. To meet these requirements, NoviFlow in...
When it comes to cloud computing, the ability to turn massive amounts of compute cores on and off on demand sounds attractive to IT staff, who need to manage peaks and valleys in user activity. With cloud bursting, the majority of the data can stay on premises while tapping into compute from public cloud providers, reducing risk and minimizing need to move large files. In his session at 18th Cloud Expo, Scott Jeschonek, Director of Product Management at Avere Systems, discussed the IT and busin...
There will be new vendors providing applications, middleware, and connected devices to support the thriving IoT ecosystem. This essentially means that electronic device manufacturers will also be in the software business. Many will be new to building embedded software or robust software. This creates an increased importance on software quality, particularly within the Industrial Internet of Things where business-critical applications are becoming dependent on products controlled by software. Qua...
In addition to all the benefits, IoT is also bringing new kind of customer experience challenges - cars that unlock themselves, thermostats turning houses into saunas and baby video monitors broadcasting over the internet. This list can only increase because while IoT services should be intuitive and simple to use, the delivery ecosystem is a myriad of potential problems as IoT explodes complexity. So finding a performance issue is like finding the proverbial needle in the haystack.
"We host and fully manage cloud data services, whether we store, the data, move the data, or run analytics on the data," stated Kamal Shannak, Senior Development Manager, Cloud Data Services, IBM, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
With the proliferation of both SQL and NoSQL databases, organizations can now target specific fit-for-purpose database tools for their different application needs regarding scalability, ease of use, ACID support, etc. Platform as a Service offerings make this even easier now, enabling developers to roll out their own database infrastructure in minutes with minimal management overhead. However, this same amount of flexibility also comes with the challenges of picking the right tool, on the right ...