I continue to watch a hissy fit by what is supposed to be a professional CEO of a public traded company in total disgust. Lori, you are blatantly showing that you don,t care about shareholders and keep throwing out ridiculous NR after ridiculous one with little research put into your efforts.It also questions the ones from the BOD or Excecutive that are supporting your current actions against a vast amount of shareholders. Your pleas for help in these desperate releases are going to go unheaded for the simple reason that this is a democracy set up on majority voting and the very Constitution of our great country recognizes and supports this system. For any Exchange, Regulator,Judge or whatever to support and condone your actions against a majority will put the very dynamics of each system at risk. Do you really believe that you are going to remain running this company as the blatancy of your continued waste of shareholders company capital accelerates? You may not care about spending this money, because you are taking it out of the treasury, which is a conflict of interest and not in the best interest of shareholders in this case whereas we have to try to pool money to fight against our own money in the treasury.
A stop has to be put to this reckless spending of our treasury, and if the law doesn,t do it, that means there is no law, and if there is no law, that means there is no law for any of us shareholders. I ask you now, to stop wasting shareholders money and step away from the treasury.
This ridiculous excerpt from your release;
-Dissident Slate and Substitute Nominees. The Dissidents' Circular states that "in the event that a vacancy in the above slate of directors of the Concerned Shareholders should occur unexpectedly, the Concerned Shareholders may appoint a substitute nominee selected by them". This is an incorrect and intentionally misleading statement for many reasons. First, slate voting is prohibited. Second, any attempted "substitute nominee" would be blatantly off side both the company's Advance Notice Policy and the Articles. Again, the company must stand up for shareholders' rights and ensure that all shareholders of the company are protected from misleading information.}
Now, if I am not mistaken, the above "substitute nominee" part, is much the same interpretation I get from your IGD circular recently put out below. As for your comment "slate voting is illegal", I would look a little closer at that if I were you. The amendments don,t seem to come into force until DEC 2013, even though you may have to comply with them prematurly, it is not illegal at this time, and furthermore, you may be in breach of your own rule, by having a slate that was chosen by a few at the office or BOD meeting.So, at this point, I am saying that todays release by you is misleading to me.
Furthermore, by reading another excerpt at the bottom of this post, you may have been in violation of the entrenchment provision 19.6, in Policy 3.1 of the Corporate Finance Manual in 2011 when the staggered voting was done at that AGM.
Management does not contemplate that any of the nominees will be unable to serve as
director. In the event that, prior to the meeting, a nominee becomes unable to serve as
director, it is intended that discretionary authority be exercised by management to vote the
proxy for the election of any other person as director.
Individual Director Voting vs Slate Voting
Securities Legislation and Canadian corporate law does not prohibit slate voting for directors. Slate voting is the
practice where management proposes the board of directors as a group and does not list the nominees individually
on the proxy. Further, when shareholders meetings become contentious, it is not unusual for dissidents to offer
their own alternative slate of directors to be voted on by the shareholders.
TS X-V Guidelines
the TS X Venture Exchange included the following in Policy 3.1 in its Corporate Finance Manual:
19.6 Entrenchment of Management
Issuers must not construct mechanisms that entrench existing management such as staggered elections of
the board of Directors or the election of a slate of directors if securityholders are not permitted to choose
whether to elect the board as a slate (i.e., as a group in its entirety) or to elect Directors individually.
In My opinion and Interpretation only
On June 14, 2010,