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	<title>IGOPPIGOPP in the medias &#8211; IGOPP</title>
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		<title>SAP and IBM Unit Ensnared in $800 Million Quebec IT Fiasco</title>
		<link>https://igopp.org/en/sap-and-ibm-unit-ensnared-in-800-million-quebec-it-fiasco/</link>
		<comments>https://igopp.org/en/sap-and-ibm-unit-ensnared-in-800-million-quebec-it-fiasco/#respond</comments>
		<pubDate>Wed, 18 Jun 2025 14:18:35 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
				<category><![CDATA[IGOPP in the Medias]]></category>
		<category><![CDATA[IGOPP in the medias]]></category>
		<category><![CDATA[Ethics]]></category>
		<category><![CDATA[Organismes publics]]></category>
		<category><![CDATA[Public governance]]></category>

		<guid isPermaLink="false">https://igopp.org/sap-and-ibm-unit-ensnared-in-800-million-quebec-it-fiasco/</guid>
		<description><![CDATA[Software company SAP SE and an IBM Corp. subsidiary are embroiled in a C$1.1 billion ($810 million) technology boondoggle that triggered both a public inquiry and an anti-corruption investigation in Quebec. The Canadian province’s Treasury Board President Sonia LeBel also ordered Quebec’s procurement watchdog to conduct an “in-depth analysis” of how the government awards technology [&#8230;]]]></description>
		<content><![CDATA[Software company SAP SE and an IBM Corp. subsidiary are embroiled in a C$1.1 billion ($810 million) technology boondoggle that triggered both a public inquiry and an anti-corruption investigation in Quebec.

The Canadian province’s Treasury Board President Sonia LeBel also ordered Quebec’s procurement watchdog to conduct an “in-depth analysis” of how the government awards technology contracts, she announced Monday. The mandate came after the ongoing inquiry revealed cost overruns, potential conflicts of interest and unexplained contracts for a bungled IT upgrade.

[...]

The Quebec project began in 2017, when the province’s automobile insurance board, the Société de l’assurance automobile du Québec, began modernizing its IT system. SAP and IBM’s LGS subsidiary were lead advisers under an entity called Alliance, and the overhaul was initially budgeted at C$638 million.

The result was SAAQclic, a new platform for booking driving tests and renewing driver’s licenses. It crashed when it launched in 2023, leading to long lines in SAAQ offices and sparking outrage across Quebec, as well as a provincial audit.

[...]

Alexandra Langelier, executive vice president with the Institute for Governance of Private and Public Organizations, said the inquiry is an essential exercise in determining whether the board asked “questions at the right time” and understood the complexity of IT implementations.

Read more [1]

[1] https://www.bloomberg.com/news/articles/2025-06-18/saaqclic-inquiry-sap-and-ibm-unit-ensnared-in-800-million-it-fiasco]]></content>
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		</item>
		<item>
		<title>Private market investors neglect risk in rush for returns</title>
		<link>https://igopp.org/en/private-market-investors-neglect-risk-in-rush-for-returns/</link>
		<comments>https://igopp.org/en/private-market-investors-neglect-risk-in-rush-for-returns/#respond</comments>
		<pubDate>Wed, 04 Dec 2024 15:16:42 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
				<category><![CDATA[IGOPP in the Medias]]></category>
		<category><![CDATA[IGOPP in the medias]]></category>
		<category><![CDATA[Ethics]]></category>
		<category><![CDATA[Éthique]]></category>
		<category><![CDATA[Institutional investors]]></category>
		<category><![CDATA[Investisseurs institutionnels]]></category>
		<category><![CDATA[Parties prenantes]]></category>
		<category><![CDATA[Stakeholders]]></category>

		<guid isPermaLink="false">https://igopp.org/private-market-investors-neglect-risk-in-rush-for-returns/</guid>
		<description><![CDATA[The recent scandal involving Adani Group and Canadian pension fund CPDQ exposes flagging standards as investors rush for private markets across emerging markets in Asia. [&#8230;] François Dauphin, who leads the Montreal-based Institute for governance of private and public organisations, identifies a concerning trend. He notes the investors&#8217; due dilligence is suffering under pressure to [&#8230;]]]></description>
		<content><![CDATA[The recent scandal involving Adani Group and Canadian pension fund CPDQ exposes flagging standards as investors rush for private markets across emerging markets in Asia.

[...]

François Dauphin, who leads the Montreal-based Institute for governance of private and public organisations, identifies a concerning trend.

He notes the investors' due dilligence is suffering under pressure to deploy capital quickly and achieve returns, often in unfamiliar investment vehicules.

''In recent years, there has been an abundance of capital from private funds or institutional funds looking for private investments opportunities to improve their total returns,'' Dauphin told AsianInvestor.

''The appeal of private placements lies in the potential of high returns, but the level of risk associated with such projects is also necessarily higher. This is all more true when distance does not allow for direct monitoring.''

Numerous institutional have rushed past standard risk assessment procedures in eagerness to secure leading investment positions, he added.

''This compromised approach to due dilligence has inevitably, led to adverse outcomes, as evidenced by the current situation in India.''

Read more [1]

[1] https://igopp.org/wp-content/uploads/2024/12/ASIANI1.pdf]]></content>
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		<item>
		<title>Indian billionaire Gautam Adani, former Caisse execs facing charges in the United States</title>
		<link>https://igopp.org/en/indian-billionaire-gautam-adani-former-caisse-execs-facing-charges-in-the-united-states/</link>
		<comments>https://igopp.org/en/indian-billionaire-gautam-adani-former-caisse-execs-facing-charges-in-the-united-states/#respond</comments>
		<pubDate>Fri, 22 Nov 2024 03:21:36 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
				<category><![CDATA[IGOPP in the Medias]]></category>
		<category><![CDATA[IGOPP in the medias]]></category>
		<category><![CDATA[Ethics]]></category>
		<category><![CDATA[Institutional investors]]></category>
		<category><![CDATA[Investisseurs institutionnels]]></category>

		<guid isPermaLink="false">https://igopp.org/indian-billionaire-gautam-adani-former-caisse-execs-facing-charges-in-the-united-states/</guid>
		<description><![CDATA[Caisse de dépôt et placement du Québec opened an office in India in 2016, betting that the country’s favourable demographics would fuel returns in renewable energy and transportation infrastructure. Now, the Canadian pension giant has become entangled in what U.S. authorities call “an elaborate scheme” to pay hundreds of millions of dollars in bribes in [&#8230;]]]></description>
		<content><![CDATA[Caisse de dépôt et placement du Québec opened an office in India in 2016, betting that the country’s favourable demographics would fuel returns in renewable energy and transportation infrastructure. Now, the Canadian pension giant has become entangled in what U.S. authorities call “an elaborate scheme” to pay hundreds of millions of dollars in bribes in the Asian country.
Federal prosecutors in New York unveiled charges [1] late Wednesday against Indian billionaire Gautam Adani and seven other individuals, including three former Caisse executives. They allege the 62-year-old tycoon and managers from energy subsidiaries of his business conglomerate conspired in a scheme to pay roughly US$250-million in bribes to Indian government officials. The payments were allegedly to help secure favourable contracts tied to a major solar energy project.
As part of the indictment, the U.S. Attorney’s Office in Brooklyn, N.Y., charged Cyril Cabanes, a former CDPQ managing director of infrastructure for the Asia Pacific region, with conspiracy to obstruct justice. Saurabh Agarwal, former managing director of CDPQ India, and Deepak Malhotra, a former director of infrastructure for South Asia at the Caisse, were charged with the same offences.
The Caisse itself has not been accused of any wrongdoing. But observers say the charges raise questions about how aggressively the Montreal-based pension fund manager is pushing into new countries, how deeply the executives it hires to represent it in those countries are vetted and whether its processes for making investment decisions are robust.
In all, the Caisse had US$7-billion in investments in India as of the end of 2023. Caisse-controlled Azure Power, a renewable energy developer in India, is near the centre of the U.S. allegations.
“This appears to be a culture of bribery and collusion at the very highest levels of this company in India,” said François Dauphin, chief executive of Montreal’s Institute for Governance of Private and Public Organizations. “Private placements can generate high returns, but it is situations like these that fully illustrate the level of risk associated with such projects.”
Prosecutors allege that the three former Caisse executives tried to thwart an investigation by deleting e-mails and presentations that summarized the bribes, and misled investigators from the Federal Bureau of Investigation, the Justice Department and the U.S. Securities and Exchange Commission (SEC).
The allegations have not been proven in court.
The scheme was concealed from U.S. banks and investors, from whom the defendants raised billions of dollars, according to the allegations. Mr. Adani is one of the world’s richest people, with an estimated net worth of nearly US$70-billion, according to Forbes, and he has close ties to Indian Prime Minister Narendra Modi.
Read more [2]

[1] https://www.theglobeandmail.com/business/international-business/article-former-caisse-executives-face-us-charges-in-alleged-bribery-scheme/
[2] https://igopp.org/wp-content/uploads/2024/11/Former-Caisse-execs-charges_The-Globe-and-Mail_Nov2024.pdf]]></content>
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		</item>
		<item>
		<title>Boards Are Touting International Directors Amid Global Upheaval</title>
		<link>https://igopp.org/en/boards-are-touting-international-directors-amid-global-upheaval/</link>
		<comments>https://igopp.org/en/boards-are-touting-international-directors-amid-global-upheaval/#respond</comments>
		<pubDate>Tue, 10 Sep 2024 01:22:51 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
				<category><![CDATA[IGOPP in the Medias]]></category>
		<category><![CDATA[IGOPP in the medias]]></category>
		<category><![CDATA[American governance]]></category>
		<category><![CDATA[Gouvernance américaine]]></category>
		<category><![CDATA[Succession]]></category>

		<guid isPermaLink="false">https://igopp.org/boards-are-touting-international-directors-amid-global-upheaval/</guid>
		<description><![CDATA[For the first time since at least 2018, more than half of S&#38;P 500 boards say they have members with international experience, according to data from ESGauge. As companies face geopolitical crises, increased globalization and foreign competition, boards are recruiting directors — or at least touting the ones they already have — who can help oversee these [&#8230;]]]></description>
		<content><![CDATA[For the first time since at least 2018, more than half of S&#38;P 500 boards say they have members with international experience, according to data from ESGauge. As companies face geopolitical crises [1], increased globalization and foreign competition, boards are recruiting directors — or at least touting the ones they already have — who can help oversee these risks, sources said.

These directors can also offer a boost to the bottom line, new research shows. Board members who are from or have worked abroad for a period of time and work cohesively with their fellow directors help companies' financial performance, according to a study [2] out of Binghamton University.

[...]

International experience is valuable as companies are facing a host of global risks and opportunities, sources said. Indeed, geopolitical instability was ranked the top issue that CEOs expect to influence or disrupt business strategy within the next year, according to 60% of 80 CEOs surveyed by [3] Deloitte this summer. And 67% of 100 CEOs surveyed by [4] KPMG earlier this year said they are undergoing "significant" strategic changes in response to geopolitical uncertainty, including wars, conflicts and elections happening around the world.

"When you talk about global experience ... you need to trust somebody with a broader view that understands not only the international business perspective but would understand the political tension of the region and more broadly the political environment there," said Guylaine Saucier, board chair at the Institute for Governance of Private and Public Organizations and a director on several private and public boards in Canada and France.

[...]

Meanwhile, roughly one-third of S&#38;P 500 directors are non-U.S. nationals, down slightly from 35.3% last year, according to ESGauge. Companies should not take their eyes off directors from international backgrounds, Saucier said.

"You have to have somebody who understands intimately the culture of the country in which you are working," Saucier said. "It's essential because that's where you'll have really the best input, the most value from this board member."

After recruiting such directors, it's important to "take the time to ensure that even if [a director is] coming from a different culture, they will be able to work collegially with your board," Saucier said. This may mean explaining cultural nuances or traditions here in the U.S and being respectful of theirs, sources said.

Read more [5]

[1] https://www.agendaweek.com/c/4536584/596334?referrer_module=article&#38;highlight=geopolitical&#38;referring_content_id=4618024&#38;referring_issue_id=611094
[2] https://www.binghamton.edu/news/story/5057/new-business-research-binghamton-leadership-international-experience-improve-company-performance
[3] https://www2.deloitte.com/content/dam/Deloitte/us/Documents/2024-Fortune-Deloitte-CEO-Survey.pdf
[4] https://kpmg.com/kpmg-us/content/dam/kpmg/pdf/2024/kpmg-2024-us-ceo-outlook-pulse-survey.pdf
[5] https://www.agendaweek.com/c/4618024/611094]]></content>
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		</item>
		<item>
		<title>Shopify and the Problem of Shareholder “Approval” at Multi-Class Companies</title>
		<link>https://igopp.org/en/shopify-and-the-problem-of-shareholder-approval-at-multi-class-companies/</link>
		<comments>https://igopp.org/en/shopify-and-the-problem-of-shareholder-approval-at-multi-class-companies/#respond</comments>
		<pubDate>Wed, 07 Aug 2024 14:32:54 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
				<category><![CDATA[IGOPP in the Medias]]></category>
		<category><![CDATA[IGOPP in the medias]]></category>
		<category><![CDATA[Dual-class shares]]></category>
		<category><![CDATA[Proxy Advisors]]></category>
		<category><![CDATA[Say on Pay]]></category>

		<guid isPermaLink="false">https://igopp.org/shopify-and-the-problem-of-shareholder-approval-at-multi-class-companies/</guid>
		<description><![CDATA[Media reporting can make proxy season seem more dramatic than it is. While breathless coverage of board strife, impossibly high executive pay figures and shareholder activism at well-known companies is the norm, the overwhelming majority of director election and executive compensation proposals pass with majorities of 90% and upwards. The handful of proposals that fail [&#8230;]]]></description>
		<content><![CDATA[Media reporting can make proxy season seem more dramatic than it is. While breathless coverage of board strife, impossibly high executive pay figures and shareholder activism at well-known companies is the norm, the overwhelming majority of director election and executive compensation proposals pass with majorities of 90% and upwards.

The handful of proposals that fail understandably draw headlines – yet many proposals opposed by a majority of shareholders fly under the radar. That’s because (with some notable exceptions [1]) most reporting fails to acknowledge how multi-class share structures, which give certain shares typically held by founders and insiders more voting power than those held by institutional and retail investors, obscure investor sentiment.

Proxy voting is highly technical in and of itself, and its ultimate influence on how companies are run is even more complicated. So why does the impact of multi-class share structures matter? Because giving insiders and founders disproportionate voting power often serves to effectively silence ordinary shareholders, threatens the agency and objectivity of the board and removes a key safeguard against excessive pay, related party transactions, and other potential misuses of investor capital.

In this post, we look at how inequitable voting rights influenced 2024 AGM results at Shopify, and at the broader impact of multi-class share structures on the board and its role.

Case Study: Shopify Inc.

Two years ago, Shopify controversially [2] implemented a “founder share” that gave CEO Tobi Lutke 40% voting rights indefinitely, even if his actual economic stake in the company goes down as low as ~2%. A majority of the company’s shares were voted against this arrangement – but because not all of the company’s shares had the same voting power, the founder share was nonetheless granted to Lutke.

At the 2024 AGM, Shopify’s now-cemented triple-class share structure again swung the vote on several proposals. Yet, as in 2022, most media coverage of the general meeting painted an incomplete picture of the results. A Financial Post headline on the day of the meeting read [3] “Shopify shareholders approve executive pay plan they were urged to reject” while thelogic.co reported [4] “Shopify shareholders approve executive pay plan, rejecting proxy push.” Shopify’s subsequent filings announced that all agenda items had been approved.

Like two years ago, the word “approve” is doing a lot of lifting.

According to S&#38;P Capital IQ, institutional investors currently hold 815,336,783 shares in Shopify, or 63.3% of the economic exposure to the company’s share price performance. This translates into roughly 40% voting power, equivalent to that of the founder-CEO who only holds 6.2% of company’s total outstanding equity.

If the multi-class structure were collapsed and all shares voted on a one-to-one basis, the results indicate that well under half of shareholders supported the pay proposals, with support ranging from 34% for the option plan to 45% for the advisory say on pay. Meanwhile, we calculate that the re-election of director Gail Goodman would only have received 57% support.



[...]

Impact on Transparency

It’s notable that we had to perform the above calculations to untangle vote results ourselves. Even proponents of multi-class share structures, like the Institute for Governance of Private and Public Organizations (“IGOPP”) in Canada (see “Policy Paper No. 11: The Case for Dual-Class of Shares [5]”, 2019), call for companies to disclose a breakdown of their voting results so that shareholders can more easily isolate the effect of the superior voting shares. The failure to provide such disclosure indicates that companies see value in opacity, and that directors who effectively owe their seat to the grace of the CEO are not in a position to extract even modest concessions.

Read more [6]

[1] https://www.theglobeandmail.com/business/commentary/article-rbi-dentalcorp-nuvei-agm-shareholder-votes/
[2] https://www.glasslewis.com/shopify-shareholders-approve-controversial-founder-share-with-the-help-of-the-existing-multiple-voting-shares/
[3] https://financialpost.com/news/retail-marketing/shopify-shareholders-approve-executive-pay-plan
[4] https://thelogic.co/briefing/shopify-shareholders-approve-executive-pay-plan-rejecting-proxy-push/?synckey=1948957d-bee6-4d85-9c95-dee765098202%3Fwpa_error_token%3Dtrue
[5] https://igopp.org/en/the-case-for-dual-class-of-shares-2/
[6] https://igopp.org/wp-content/uploads/2024/08/GLASSL2.pdf]]></content>
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		<item>
		<title>‘There’s no war without cost’: Gildan’s proxy fight racked up US$77-million in expenses</title>
		<link>https://igopp.org/en/theres-no-war-without-cost-gildans-proxy-fight-racked-up-us77-million-in-expenses/</link>
		<comments>https://igopp.org/en/theres-no-war-without-cost-gildans-proxy-fight-racked-up-us77-million-in-expenses/#respond</comments>
		<pubDate>Thu, 01 Aug 2024 18:14:39 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
				<category><![CDATA[IGOPP in the Medias]]></category>
		<category><![CDATA[IGOPP in the medias]]></category>
		<category><![CDATA[Activime]]></category>
		<category><![CDATA[Activism]]></category>
		<category><![CDATA[Chief Executive Officer]]></category>
		<category><![CDATA[Proxy Advisors]]></category>
		<category><![CDATA[Succession]]></category>

		<guid isPermaLink="false">https://igopp.org/theres-no-war-without-cost-gildans-proxy-fight-racked-up-us77-million-in-expenses/</guid>
		<description><![CDATA[The nasty proxy fight that plunged Gildan Activewear Inc. into turmoil for nearly half a year and ended with the return of chief executive Glenn Chamandy cost the company US$76.8-million, delivering a US$33-million windfall for lawyers and other advisers in exchange for their expertise. The CEO calls it an “abusive” waste of money. The Canadian [&#8230;]]]></description>
		<content><![CDATA[The nasty proxy fight that plunged Gildan Activewear Inc. into turmoil for nearly half a year and ended with the return of chief executive Glenn Chamandy cost the company US$76.8-million, delivering a US$33-million windfall for lawyers and other advisers in exchange for their expertise. The CEO calls it an “abusive” waste of money.

The Canadian maker of T-shirts and fleece on Thursday published a financial accounting of the battle that climaxed this past spring between Gildan’s former board of directors and rebel shareholders led by U.S. investment firm Browning West. It lays bare the millions that were spent on lawyers, strategic advisers and consultants of all kinds as well as severance for departed executives in what the company believes is one of the most costly proxy fights in history.

“It was an abusive amount of money being spent,” Mr. Chamandy said in an interview with The Globe and Mail following the company’s second-quarter earnings report, his first since he was reinstated as CEO in late May. “For a small company like Gildan, it just doesn’t make a lot of sense.”

At Gildan, a board’s defeat offers lessons in shareholder management

Mr. Chamandy said the cost is a direct result of a former board that used aggressive tactics, launching three lawsuits against Browning West and agreeing to generous payouts for executives who are now no longer with the company. The board could have avoided the entire saga by communicating its thoughts on his leadership to investors instead of surprising them with a dismissal they opposed, he said.

[...]

As part of the legal and advisory fees, the new board is reimbursing Browning West for the costs it racked up in waging its dissident campaign, which total US$9.4-million. Mr. Chamandy said the move is justified because it largely amounts to the firm defending itself against attacks by the former board, which he said sought to entrench itself and therefore spent more than twice what Browning West spent on such fees.

That’s one view. Another is that the original board believed it was acting in good faith and in the best interest of the corporation when they removed the CEO, said Catherine McCall, CEO of the Canadian Coalition for Good Governance. The board would then naturally move to bolster that position.

“I wouldn’t think that you should fold if you firmly believe in the rightness of what you’re doing just because somebody comes along and challenges that,” Ms. McCall said.

Ex-CEO Glenn Chamandy finds his record scrutinized as Gildan’s shareholders mull leadership change

To put Gildan’s US$76.8-million proxy contest bill in perspective, Walt Disney Co. won a high-profile proxy battle earlier this year with activist investor Nelson Peltz that could cost the two sides US$70-million by the time the dust settles, The Wall Street Journal reported in February. Disney is several times the size of Gildan as measured by revenue and market capitalization. A separate shareholder battle by Mr. Peltz at Proctor &#38; Gamble Co. in 2017 cost an estimated US$60-million, the priciest ever at the time, the newspaper said.

Gildan’s expenses for the fight and its related leadership changes ate up US$57.2-million during the company’s second quarter alone. That’s equal to almost all of Gildan’s US$58.4-million in net earnings for the period.

“It’s a bit mind-blowing, but there’s no war without cost,” said François Dauphin, CEO of the Montreal-based Institute for Governance of Private and Public Organizations, adding the sum should have been expected given the intensity and length of the proxy fight.

“It was a confrontation of two visions for the future of the company,” Mr. Dauphin said. “And the jury is still out. We will see in a few years whether that cost was prohibitive or whether it was a good investment.”

Browning West has said a combination of operational improvements at Gildan, share buybacks and an improved executive compensation scheme could nearly double the company’s stock price to US$60 by the end of next year and propel it to US$100 within five years.

Read more [1]

[1] https://igopp.org/wp-content/uploads/2024/08/THERES1.pdf]]></content>
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		</item>
		<item>
		<title>At Gildan, a board’s defeat offers lessons in shareholder management</title>
		<link>https://igopp.org/en/at-gildan-a-boards-defeat-offers-lessons-in-shareholder-management/</link>
		<comments>https://igopp.org/en/at-gildan-a-boards-defeat-offers-lessons-in-shareholder-management/#respond</comments>
		<pubDate>Fri, 24 May 2024 20:53:17 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
				<category><![CDATA[IGOPP in the Medias]]></category>
		<category><![CDATA[IGOPP in the medias]]></category>
		<category><![CDATA[Activime]]></category>
		<category><![CDATA[Activism]]></category>
		<category><![CDATA[Chief Executive Officer]]></category>
		<category><![CDATA[Shareholders]]></category>

		<guid isPermaLink="false">https://igopp.org/at-gildan-a-boards-defeat-offers-lessons-in-shareholder-management/</guid>
		<description><![CDATA[Glenn Chamandy, co-founder of Gildan Activewear Inc. GIL-T, left his job as chief executive officer last year in a cloud of mystery after relations with his board soured. Now he returns triumphant – and under more pressure than ever before to deliver returns for the investors who won his job back. The raucous five-month battle that engulfed [&#8230;]]]></description>
		<content><![CDATA[Glenn Chamandy, co-founder of Gildan Activewear Inc. GIL-T, left his job as chief executive officer last year in a cloud of mystery after relations with his board soured. Now he returns triumphant – and under more pressure than ever before to deliver returns for the investors who won his job back.

The raucous five-month battle that engulfed the T-shirt maker came to a sudden conclusion late Thursday, when Gildan’s entire board of directors and CEO Vince Tyra quit [1], admitting defeat at the hands of activist investor Browning West. The Los Angeles-based firm, which owns about 5 per cent of Gildan’s shares, has now taken control of the company and will reinstate Mr. Chamandy as CEO, with United Rentals Inc. CEO Michael Kneeland becoming chairman.

Mr. Tyra’s bio has already been scrubbed from the Gildan [2] website.

The feud was a rare case of activists pushing for the status quo. And though it’s often hazardous to predict whether the fallout from such cases will have a lasting impact on the Canadian corporate landscape, observers say it does provide a cautionary tale for other boards overseeing strong-willed executives who directors think might be past their best-before date.

Gildan’s legacy board, the directors who dismissed [3] Mr. Chamandy last December, weren’t fast or blunt enough in explaining publicly why they showed him the door, according to one insider who spoke openly on condition they not be named.

Other experts say those directors underestimated the strength of Mr. Chamandy’s backing from Browning West and other institutional investors – and their resolve.

“It does show that sometimes the personality, the charisma, and the history of a long-time CEO and founder with investors is not something you can break easily,” said François Dauphin, president of the Institute of Governance for Public and Private Organizations. “Once you start pushing against that, it’s really hard to get yourself out.”

Former Gildan chairman Don Berg and the other directors who dismissed Mr. Chamandy initially said that they didn’t see eye to eye with the CEO on the timing of a leadership handover and they worked until the very last moment to try to hammer out a compromise with him. It wasn’t until after Mr. Chamandy was gone that they took a harsher tone, saying he’d become increasingly detached from his job and unable to articulate a credible long-term growth strategy for the company.

Even if the board’s process to address CEO succession was appropriate – engaging advisers and considering Mr. Chamandy’s proposals, for example – the announcement of his termination still took investors by surprise. And if there’s one warning for other companies from this saga, it’s to communicate with shareholders more closely when working through leadership issues, said Catherine McCall, executive director of the Canadian Coalition for Good Governance.

“I don’t think the lesson is that shareholders should micromanage the board because I think the situation, the circumstances, don’t encourage that takeaway,” Ms. McCall said. “[But] they should have maybe been talking to shareholders more. ... If anything, this is going to prompt or encourage more shareholder engagement.”

Read more [4]

[1] https://www.theglobeandmail.com/business/article-gildan-board-resigns-clearing-the-way-for-glenn-chamandy-to-retake/
[2] https://www.theglobeandmail.com/topics/gildan-activewear-inc/
[3] https://www.theglobeandmail.com/business/article-gildan-activewear-replaces-ceo-in-sudden-shakeup/
[4] https://igopp.org/wp-content/uploads/2024/05/At-Gildan-a-board’s-defeat-offers-lessons-in-shareholder-management_Globe-and-Mail_May-2024.pdf]]></content>
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		<title>Best Caisse Scenario</title>
		<link>https://igopp.org/en/best-caisse-scenario/</link>
		<comments>https://igopp.org/en/best-caisse-scenario/#respond</comments>
		<pubDate>Fri, 24 May 2024 02:53:30 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
				<category><![CDATA[IGOPP in the Medias]]></category>
		<category><![CDATA[IGOPP in the medias]]></category>
		<category><![CDATA[Institutional investors]]></category>
		<category><![CDATA[Pension plan]]></category>
		<category><![CDATA[Régimes de retraite]]></category>

		<guid isPermaLink="false">https://igopp.org/best-caisse-scenario/</guid>
		<description><![CDATA[A debate is raging over whether Canada’s pension plans invest enough of their vast assets at home. And Charles Emond – the man charged with producing big returns while contributing to Quebec’s economy – is at the centre of it all. Charles Emond leans into the microphone, ready to act out a perennial ritual for [&#8230;]]]></description>
		<content><![CDATA[A debate is raging over whether Canada’s pension plans invest enough of their vast assets at home. And Charles Emond – the man charged with producing big returns while contributing to Quebec’s economy – is at the centre of it all.

Charles Emond leans into the microphone, ready to act out a perennial ritual for the CEO of Quebec’s largest pension fund manager: parrying questions from politicians about whether its investments in its home province—which account for one-fifth of its $434-billion portfolio—are enough.

It’s late April, and Emond is appearing at a hearing at Quebec’s National Assembly, where parliamentarians are zeroing in on a perceived dilution of the share of assets the Caisse de dépôt et placement du Québec has invested at home, from 26.1% a decade ago to 20.3% today. Shouldn’t the Caisse, they ask, at least get back to that previous threshold?

Speaking softly in French, Emond reminds MNAs that the Caisse set a target two years ago to boost its assets in Quebec from $78 billion to $100 billion by 2026. But what’s even more relevant, he says, is that with $88 billion now invested in a province with a GDP of nearly $500 billion, “the Caisse is the pension fund that is the most invested, in the world, in its local economy.”

Seated at Emond’s left elbow, a powerful ally—Quebec Finance Minister Eric Girard—comes to the Caisse’s defence. “We must take into account the size of the fund, the size of the Quebec economy. We can’t compare percentages from different eras,” Girard told the MNAs. “What’s important is the Caisse is a partner to the Quebec economy.”

(…)

There are checks and balances that help guard the Caisse’s independence, says François Dauphin, CEO of the Montreal-based Institute for Governance of Private and Public Organizations (IGOPP). One is the intense scrutiny on the Caisse. “People want to make sure that they do get the same returns as they would” in any other pension fund, Dauphin says.

The Caisse’s long investment horizon, and the fact that its leaders sometimes outlast governments, affords another layer of protection.

The government selects board members, including the chair, and approves the CEO, which certainly gives it influence. But those appointments are guided by recommendations from board committees, and if government ignored all input, “you would see people resigning from the board,” Dauphin says. “They wouldn’t accept that.”

Tessier, the former chair, held his fingers up in the shape of a zero to show how many times the government called to tell him to do something. “It never happened,” he says.

The current chair, St-Gelais, who spent his career in finance and provincial government, says he “would never agree to let the government put its hands in the Caisse decision-making process. I will just stand up and tell the government, ‘You have to stop doing this—it won’t work with me, and you will have to find someone else if you want to go this way.’”

Ultimately, says Dauphin, there may be one sure-fire defence against undue influence or criticism: “Good results, and long-term good results. They did not let go of their returns to invest in the local economy. In that sense, I think it’s probably the best answer they can give.”

Read more [1]

[1] https://igopp.org/wp-content/uploads/2024/05/A-debate-is-raging-over-Canadian-pension-plans_Globe-and-Mail_May-2024.pdf]]></content>
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		<title>Browning West seeks court order to prevent Gildan sale before vote on new directors</title>
		<link>https://igopp.org/en/browning-west-seeks-court-order-to-prevent-gildan-sale-before-vote-on-new-directors/</link>
		<comments>https://igopp.org/en/browning-west-seeks-court-order-to-prevent-gildan-sale-before-vote-on-new-directors/#respond</comments>
		<pubDate>Mon, 08 Apr 2024 03:25:58 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
				<category><![CDATA[IGOPP in the Medias]]></category>
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		<guid isPermaLink="false">https://igopp.org/browning-west-seeks-court-order-to-prevent-gildan-sale-before-vote-on-new-directors/</guid>
		<description><![CDATA[U.S. investment firm Browning West is seeking a court order preventing the board of Gildan Activewear Inc. from signing any binding deal to sell the clothing maker until shareholders vote on new directors. The request was made last week as an amendment to an existing suit in the Quebec Superior Court’s commercial division, filed by [&#8230;]]]></description>
		<content><![CDATA[U.S. investment firm Browning West is seeking a court order preventing the board of Gildan Activewear Inc. from signing any binding deal to sell the clothing maker until shareholders vote on new directors.
The request was made last week as an amendment to an existing suit in the Quebec Superior Court’s commercial division, filed by Browning West, which has a roughly 5-per-cent stake in Gildan [1].
“We do not believe the current board has a mandate to be making any decisions about the future of the company,” Browning West founders Usman Nabi and Peter Lee said in an e-mailed statement.
Gildan dismissed Browning’s gambit to hamstring existing directors as “ridiculous.”
It’s the latest in a series of legal volleys between Montreal-based Gildan and Browning West in what has become one of the most acrimonious corporate power struggles in recent years in Canada. As the clock ticks down on an April 10 deadline [2] for initial offers for the apparel manufacturer, the clash has taken on another level of urgency.
The saga, now in its fourth month, started when the board fired co-founder and long-time chief executive Glenn Chamandy last December. The board concluded he had run out of ideas to increase sales and profits, and hired former Fruit of the Loom executive Vince Tyra to replace him. Dissident shareholders unhappy about that decision are trying to push current directors out and demanding the reinstatement of Mr. Chamandy back at the helm.
[...]
Gildan punched back Sunday.
“This latest tactic is ridiculous and without precedent or merit,” Gildan spokesman Simon Beauchemin said by e-mail. “It appears designed solely as an attempt to generate headlines and obstruct a potential sale of the company.”
At least one court decision has confirmed boards can do what they believe is in the best interest of the company for the entirety of their term. In a 2011 case concerning Bennett Environmental, then in the midst of a proxy battle, Justice Ruth Mesbur, an Ontario Superior Court judge, said: “A board need not curtail its activities in the face of a fight for control.”
In an interview with The Globe and Mail on March 27, Gildan chairman Donald Berg said the board chose to launch a sales process because the takeover approach it received was a “serious offer.” Shareholders will ultimately have the last say in any case, he said.
It’s not in the best interest of shareholders and other stakeholders to seek to tie the hands of the board of directors and prevent its work, said François Dauphin, chief executive of Montreal’s Institute for Governance of Private and Public Organizations, who’s been following the Gildan drama. Regardless of the recriminations some shareholders might have against the current board, directors must consider and analyze any offer received, which might mean having to incur costs, he said.
Said Mr. Dauphin: “Browning West put forth its plan and vision for Gildan. Vince Tyra’s plan is expected soon. Shareholders will have the choice between those two visions and a proposed purchase offer, if there is one. It would be reasonable to let shareholders decide on these choices. Everything else is just noise.”
Read more [3]

[1] https://www.theglobeandmail.com/topics/gildan-activewear-inc/
[2] https://www.theglobeandmail.com/business/article-gildan-sets-april-10-deadline-for-initial-takeover-offers/
[3] https://igopp.org/wp-content/uploads/2024/04/Browning-West-seeks-court-order-to-prevent-Gildan-sale-before-vote-on-new-directors-The-Globe-and-Mail_April-2024.pdf]]></content>
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		<title>Gildan says allegations by key shareholder Browning West violated U.S. securities law</title>
		<link>https://igopp.org/en/gildan-says-allegations-by-key-shareholder-browning-west-violated-u-s-securities-law/</link>
		<comments>https://igopp.org/en/gildan-says-allegations-by-key-shareholder-browning-west-violated-u-s-securities-law/#respond</comments>
		<pubDate>Fri, 15 Mar 2024 02:13:24 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
				<category><![CDATA[IGOPP in the Medias]]></category>
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		<guid isPermaLink="false">https://igopp.org/gildan-says-allegations-by-key-shareholder-browning-west-violated-u-s-securities-law/</guid>
		<description><![CDATA[Gildan Activewear is accusing one of its largest shareholders of violating American securities law and has asked the regulator to investigate allegations that the investor has been spreading falsehoods about the Montreal-based clothing maker’s new chief executive, Vince Tyra. In a letter sent to the U.S. Securities and Exchange Commission late Thursday, Gildan alleged that U.S. [&#8230;]]]></description>
		<content><![CDATA[Gildan Activewear is accusing one of its largest shareholders of violating American securities law and has asked the regulator to investigate allegations that the investor has been spreading falsehoods about the Montreal-based clothing maker’s new chief executive, Vince Tyra.
In a letter sent to the U.S. Securities and Exchange Commission late Thursday, Gildan alleged that U.S. investment fund Browning West made “false and highly prejudicial personal attacks against Mr. Tyra and the board” as part of its campaign to take control of Gildan’s board of directors and remove Mr. Tyra as CEO. Browning West wants Glenn Chamandy reinstalled as chief executive.
The move is an escalation of an increasingly vicious battle between Gildan and Browning West, which this week saw each side issue public statements condemning the other.




Specifically, Gildan has accused Browning West of mischaracterizing the nature of a relationship Mr. Tyra had with a female executive at Gildan, which occurred 20 years ago and at a different company.




On Wednesday, Browning West issued a statement raising questions about whether Gildan’s board had properly considered whether “Mr. Tyra’s seemingly inappropriate relationship with a subordinate” would create “undue conflicts and risk for Gildan shareholders and employees.”
Gildan alleged in its letter to the regulator that Browning West has violated a section of the securities act that bans individuals from making untrue or misleading statements in connection with the purchase or sale of a security.
Gildan pointed to a recent story published in the New York Post – which recounted information contained in a report from management-analysis company Paragon Intel – that alleged Mr. Tyra had an affair with the female subordinate. Browning West said it had no involvement in the Paragon Intel report.
However, Mr. Tyra and the female executive – Patti Lambert Simetz, who is Gildan’s vice-president, distributor sales – told The Globe and Mail that the Post story was a mischaracterization of the relationship.
Both Mr. Tyra and Ms. Simetz said they dated briefly in 2002 during a period when they were both single. The three-month relationship was not an office secret and there were no rules about interoffice romances. After splitting, the pair remained friends, although as their careers took them in different directions, they did not stay in regular touch.
On Wednesday, Gildan accused Browning West of planting the Post article.
[...]
François Dauphin, chief executive of Montreal’s Institute for Governance of Private and Public Organizations, said this week marked the beginning of an acrimonious phase of a proxy fight.
“Digging into the past of targeted individuals is a tactic frequently used by shareholder activists, whose objective is to keep the debate present in the media and in the public eye, and in this case to discredit the current CEO and those who named him,” he said.
However, Mr. Dauphin noted that investors seemed unfazed by the Tyra relationship narrative, with Gildan’s stock up about 2 per cent on both the New York and Toronto stock exchanges since the Post article went online Tuesday night.
The fight will come to a head in May when shareholders will be asked to vote on the future of the company.
Read more [1]

[1] https://igopp.org/wp-content/uploads/2024/03/Gildan-says-allegations-by-key-shareholder-Browning-West-violated-U.S.-securities-law-The-Globe-and-Mail_March-2024.pdf]]></content>
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