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	<title>IGOPPChief Executive Officer &#8211; IGOPP</title>
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		<title>Executive Compensation in the Age of Diverse Performance Perspectives</title>
		<link>https://igopp.org/en/executive-compensation-in-the-age-of-diverse-performance-perspectives/</link>
		<comments>https://igopp.org/en/executive-compensation-in-the-age-of-diverse-performance-perspectives/#respond</comments>
		<pubDate>Fri, 16 May 2025 14:38:54 +0000</pubDate>
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				<category><![CDATA[Policy Papers]]></category>
		<category><![CDATA[Chief Executive Officer]]></category>
		<category><![CDATA[Executive compensation]]></category>

		<guid isPermaLink="false">https://igopp.org/la-remuneration-des-dirigeants-a-lere-dune-conception-plurielle-de-la-performance/</guid>
		<description><![CDATA[When compared to middle-class salaries, the amounts awarded to the highest-ranking executives at Canada’s largest firms increasingly stir a sense of unfairness. Each year, public discontent rises while pamphlets circulate highlighting and denouncing the extravagance of these compensation packages. They speak of the stark injustice of such opulence for Canadian workers, highlighting the fact that, [&#8230;]]]></description>
		<content><![CDATA[When compared to middle-class salaries, the amounts awarded to the highest-ranking executives at Canada’s largest firms increasingly stir a sense of unfairness. Each year, public discontent rises while pamphlets circulate highlighting and denouncing the extravagance of these compensation packages. They speak of the stark injustice of such opulence for Canadian workers, highlighting the fact that, on average, senior executives can earn a Canadian worker’s annual salary in a matter of hours.

To what extent has senior executive compensation inflated to become such a focal point of disapproval and a symbol of the wealth gap in society? Have we lost sight of the core purpose of compensation: to attract, retain, and motivate talent?

These questions are of utmost importance. On two prior occasions in 2012  [1]and 2017 [2], the IGOPP issued policy papers addressing executive compensation. These papers identified several factors and influences that have led to the escalation of senior executive compensation, a trend we have been documenting since 1998. This policy paper [3] continues the analysis.

[1] https://igopp.org/en/pay-for-value/
[2] https://igopp.org/en/executive-compensation-cutting-the-gordian-knot/
[3] https://igopp.org/wp-content/uploads/2025/05/IGOPP_PP_RemunerationDirigeants_PP13_EN_v5.pdf]]></content>
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		<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>
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		<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>
		<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>
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		<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>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>
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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>
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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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		<title>Gildan to hold shareholder meetings in late spring for board of directors vote</title>
		<link>https://igopp.org/en/gildan-to-hold-shareholder-meetings-in-late-spring-for-board-of-directors-vote/</link>
		<comments>https://igopp.org/en/gildan-to-hold-shareholder-meetings-in-late-spring-for-board-of-directors-vote/#respond</comments>
		<pubDate>Mon, 29 Jan 2024 14:56:02 +0000</pubDate>
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		<guid isPermaLink="false">https://igopp.org/?p=16421/</guid>
		<description><![CDATA[Canadian clothing maker Gildan Activewear Inc., GIL-T locked in a fight with dissident investors over its decision to sack its chief executive officer in December, is convening its shareholders in late spring to vote on whether they want a new board. The company says the timeline for the meeting on May 28 will give investors “a reasonable [&#8230;]]]></description>
		<content><![CDATA[Canadian clothing maker Gildan Activewear Inc., GIL-T [1] locked in a fight with dissident investors over its decision to sack its chief executive officer in December, is convening its shareholders in late spring to vote on whether they want a new board.
The company says the timeline for the meeting on May 28 will give investors “a reasonable period” to evaluate the dissidents’ plan for the company while providing more opportunity to judge the competence of the new CEO brought in by the board, Vince Tyra. U.S. investment fund Browning West, which is leading the dissidents, called it an “attempt to buy time for a seemingly unqualified chief executive officer with a record of value destruction.”
Montreal-based Gildan is under pressure from Browning West and other shareholders to hold a meeting as soon as possible to consider bringing in a new board that would back the return of former CEO [2] Glenn Chamandy. Gildan says Mr. Chamandy sought to entrench himself as CEO and that giving him his job back would jeopardize the company’s future because he’s no longer up to the task.


Browning wants a majority of Gildan’s current 11-director board out. Earlier this month, it made a formal request to the company for a special meeting so investors can vote on the investment fund’s own slate of candidates, which is supported by five institutional shareholders.
Gildan responded Monday and says it has called two shareholders meetings for May 28, one a special meeting and the other an annual meeting. But the clothing maker says it will seek a court ruling on whether the Browning West requisition is legal. If a judge rules in Gildan’s favour, the company would hold just an annual meeting that day and drop the special meeting. Browning could still try to get its directors elected at the AGM.
“Over the last few weeks, the company has heard from numerous shareholders, both those who have indicated preliminary support for Browning West and those who have not,” Gildan said in a news release. “The board and shareholders are aligned in the view that a speedy resolution of this unnecessary proxy contest is in the best interests of the company and its shareholder owners.”
The timing of the May meeting isn’t sitting well with at least two shareholders, who could mount a legal challenge to it.
Browning West blasted the board for setting a date that will come nearly five months after it submitted its special meeting requisition. “It appears the board has learned nothing from its recent string of ill-conceived decisions and publicity stunts, which seem to have only succeeded in alienating shareholders,” the firm’s founders said in a statement.
Toronto-based Turtle Creek Asset Management echoed that view. “The board’s tactics are just another slap in the face of Gildan’s long-term shareholders,” the firm said in an e-mailed statement.
Gildan has held its last eight annual general meetings at the end of April or in the first week of May, meaning this year’s May 28 AGM would come later than normal.
“We do have a sense of urgency here on the activist side,” said François Dauphin, chief executive of Montreal’s Institute for Governance of Private and Public Organizations. “Every hour, every week that goes by makes the possibility of getting Mr. Chamandy back at the helm that much harder.”
Gildan said it “remains ready and willing” to engage with Browning West and other shareholders to find a resolution to the dispute. It said while it has offered the investment fund an opportunity to meet with the new CEO, it has not been offered access in turn to Browning’s director nominees.
The decision to hold the shareholders meeting in May takes into account statements by investors expressing support for a spring meeting and a desire to limit disruption to the business, Gildan said. Combining a special meeting with an AGM on the same day avoids having two meetings within a month or two of each other that would address similar issues, Gildan said.
On the question of whether the Browning West meeting requisition is legitimate, Gildan wants a court to decide. The company said it would file an application for declaratory judgment to the Quebec Court on Monday seeking a ruling that the Browning West requisition is null and void.
Read more [3]

[1] https://www.theglobeandmail.com/investing/markets/stocks/GIL-T/
[2] https://www.theglobeandmail.com/business/article-gildan-ceo-shareholders-stock/
[3] https://igopp.org/wp-content/uploads/2024/01/Gildan-to-hold-shareholder-meetings-in-late-spring-for-board-of-directors-vote-The-Globe-and-Mail_January-2024.pdf]]></content>
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		<title>Shopify shares rise as tech company announces 10-for-1 stock split</title>
		<link>https://igopp.org/en/shopify-shares-rise-as-tech-company-announces-10-for-1-stock-split/</link>
		<comments>https://igopp.org/en/shopify-shares-rise-as-tech-company-announces-10-for-1-stock-split/#respond</comments>
		<pubDate>Mon, 11 Apr 2022 17:52:18 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
				<category><![CDATA[IGOPP in the Medias]]></category>
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		<category><![CDATA[Dual-class shares]]></category>
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		<guid isPermaLink="false">https://igopp.org/shopify-shares-rise-as-tech-company-announces-10-for-1-stock-split/</guid>
		<description><![CDATA[Shopify Inc. co-founder, chair and chief executive Tobias Lutke has three young children. The billionaire is willing to give up the opportunity to pass along the company to his offspring in exchange for maintaining control for as long he works at the online commerce giant. Ottawa-based Shopify, Canada’s largest tech company, announced on Monday it plans [&#8230;]]]></description>
		<content><![CDATA[Shopify Inc. co-founder, chair and chief executive Tobias Lutke has three young children. The billionaire is willing to give up the opportunity to pass along the company to his offspring in exchange for maintaining control for as long he works at the online commerce giant.
Ottawa-based Shopify, Canada’s largest tech company, announced on Monday it plans a 10-for-1 stock split in late June; the share price promptly jumped by 3 per cent on the Toronto Stock Exchange. Shopify is the latest tech company to see its shares soar on news of a split; similar moves took place at Amazon.com Inc. and Tesla Inc. in recent weeks.
The Shopify board also unveiled a governance structure that would award Mr. Lutke newly minted founder’s shares that lock in 40 per cent voting control, even if the company issues additional stock – for example, to pay for a takeover – or Mr. Lutke sells a significant portion of his stake, currently worth more than $5-billion.
The wrinkle here is the 41-year-old founder’s new shares come with a sunset clause – they expire when Mr. Lutke leaves Shopify, or his holding falls to less than 30 per cent of current levels.
If shareholders approve Shopify’s restructuring at a vote scheduled for June 7, the country’s tech flagship will go from a dual-share company that can pass control through generations to a one-share, one-vote structure after the founder’s departure.
“These changes will enhance Shopify’s strategic flexibility,” Robert Ashe, Shopify’s lead independent director, said in a news release. “Tobi is key to supporting and executing Shopify’s strategic vision, and this proposal ensures his interests are aligned with long-term shareholder value creation.”
Shopify’s board unanimously recommended shareholders vote in favour of the new structure, along with the stock split. Investors should applaud this evolution. In a 2019 report, Institute for Governance of Private and Public Organizations chair Yvan Allaire said sunset clauses have “gained salience as institutional shareholders and various agencies try to curtail, rein in and put a time limit on the relative freedom that a dual-class of shares provides to entrepreneurs and family corporations.”
Shopify’s plans are a welcome break from the entrenched ownership at many family-controlled companies, including Rogers Communications Inc., and at entrepreneur-controlled tech businesses such as Facebook parent Meta Platforms Inc.
While more than 60 companies with dual-class shares are listed on the Toronto Stock Exchange, a number of entrepreneur-led companies, such as Onex Corp. and Alimentation Couche-Tard Inc., feature sunset clauses, similar to the planned structure at Shopify. It’s worth noting that Couche-Tard’s founders tried to extend their control of the company in 2015, only to abandon the move in the face of shareholder resistance.
Mr. Lutke founded Shopify in 2004 after writing the software needed to operate his online snowboard business. The company went public in 2015, with investors offered Class A shares that carry one vote, while Mr. Lutke and other insiders maintained control by owning Class B shares that carry 10 votes each, stock that can be transferred to spouses or offspring.
Last year, regulatory filings show, Mr. Lutke cashed out $623-million in Shopify stock under an automatic sales program put in place more than two years ago.
Right now, Mr. Lutke and Shopify director John Phillips, a retired lawyer and early investor, control 97 per cent of the company’s Class B shares, while current and former employees and directors own the rest. If shareholders approve the founder’s share, Mr. Phillips will convert all his class B shares into single-vote shares.
After Mr. Phillips swaps his multiple voting stock, Mr. Lutke will hold about 40 per cent of the votes at Shopify. In a news release, the board said using the founder’s shares to preserve this stake “was appropriate as it is approximately the voting power he would hold under the current share structure.”
Read more [1]

[1] https://mcusercontent.com/d1c76e2e88e07148ab7072c66/files/6bdb1d3c-f5a5-178f-9570-119892ca2d06/The_Globe_and_Mail_Shopify_shares_rise_as_tech_company_announces_10_for_1_stock_split_May_2022_.pdf]]></content>
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		<title>Language office eyes probe after Air Canada English-only speech</title>
		<link>https://igopp.org/en/language-office-eyes-probe-after-air-canada-english-only-speech/</link>
		<comments>https://igopp.org/en/language-office-eyes-probe-after-air-canada-english-only-speech/#respond</comments>
		<pubDate>Fri, 05 Nov 2021 15:10:18 +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/?p=13908/</guid>
		<description><![CDATA[Michael Rousseau’s first speech to business leaders in Montreal was supposed to be his coming out party, a chance for Air Canada new chief executive to build credibility and tell the story of an airline – a pillar of the Quebec economy – in recovery mode. Instead, the CEO’s English-only talk, during which he revealed that [&#8230;]]]></description>
		<content><![CDATA[Michael Rousseau’s first speech to business leaders in Montreal was supposed to be his coming out party, a chance for Air Canada new chief executive to build credibility and tell the story of an airline – a pillar of the Quebec economy – in recovery mode. Instead, the CEO’s English-only talk, during which he revealed that he’s not comfortable speaking in French even after living in the city for more than a decade, has become a public relations nightmare for his employer.
Canada’s Commissioner of Official Languages, Raymond Théberge, said in an interview on Friday that his office has received about 1,000 complaints about the speech and is now weighing whether to launch an investigation. He said his office warned the company days in advance to rethink the CEO’s plan to communicate in English.
“The depth of the reaction shows to what point he’s touched a very sensitive nerve with the francophone public,” Mr. Théberge said. “It’s very much a leadership issue.”
Mr. Rousseau’s admission has also become a political problem for Air Canada, which is federally regulated. Prime Minister Justin Trudeau and Quebec politicians from across the political spectrum have criticized the airline publicly.
In his speech Wednesday to the Chamber of Commerce of Metropolitan Montreal, Mr. Rousseau made a few words of introduction in French before switching to English. While answering questions from reporters after the event, he was asked in French: “How does one live in Montreal for more than 14 years speaking very approximative French?” His answer, in English: “Could you redo that in English?
[...]
As a federally regulated corporation, Air Canada is subject to Canada’s Official Languages Act, which means it has to communicate and deliver services to the public in both English and French. There is no obligation in the act for Air Canada’s CEO to be able to speak French.
The question now is whether Mr. Rousseau’s speech constitutes a communication with the public. If the Commissioner of Official Languages finds Air Canada at fault, his enforcement options are limited: he only has the power to make recommendations for change to the airline.
The federal government had previously been working on an update to the Official Languages Act that would include strengthening the commissioner’s enforcement powers. Following this incident, Quebec has called on Ottawa to make sure any overhaul includes a closer watch on Air Canada.
Air Canada’s board of directors as a whole is responsible for appointing the CEO, according to the board’s charter. A description of the CEO position on the company’s website, dating from November, 2006, makes no mention of knowing French as a condition of employment.
John Gradek, a former Air Canada manager who teaches aviation leadership at McGill University, said the airline’s board members now have to answer for Mr. Rousseau’s comments and whether they understood the implications of hiring a non-French-speaking CEO. He said Ottawa can “exert some muscle” as a shareholder if the government feels this is an unsalvageable situation.
François Dauphin, chief executive of Montreal’s Institute for Governance of Private and Public Organizations, said Mr. Rousseau had been “very clumsy” in his role as the public-facing guardian of Air Canada’s culture, which includes bilingualism. But he said the board also failed to coach the CEO in the importance of bilingualism to the wider community.
Read more [1]

[1] https://igopp.org/wp-content/uploads/2021/11/Language-office-eyes-probe-after-Air-Canada-English-only-speech-The-Globe-and-Mail_November-2021.pdf]]></content>
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		<title>Bombardier has a 50% chance of being in rail business in three years</title>
		<link>https://igopp.org/en/bombardier-has-a-50-chance-of-being-in-rail-business-in-three-years/</link>
		<comments>https://igopp.org/en/bombardier-has-a-50-chance-of-being-in-rail-business-in-three-years/#respond</comments>
		<pubDate>Fri, 17 Jan 2020 19:47:41 +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/?p=12301/</guid>
		<description><![CDATA[Michel Nadeau, executive manager at the Institute for Governance and former deputy CEO at Caisse de dépôt, weighs in on Bombardier&#8217;s struggles. He says that while he believes the company will survive, it will be a much small corporation. He also says that there is a 50% chance that the Montreal-based business will still be [&#8230;]]]></description>
		<content><![CDATA[Michel Nadeau, executive manager at the Institute for Governance and former deputy CEO at Caisse de dépôt, weighs in on Bombardier's struggles. He says that while he believes the company will survive, it will be a much small corporation. He also says that there is a 50% chance that the Montreal-based business will still be in the rail business in the next three-five years.

To see the interview, please click here. [1]

 [2]

[1] https://www.bnnbloomberg.ca/video/~1878681
[2] https://www.bnnbloomberg.ca/video/~1878681]]></content>
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		<title>Short-term thinking forcing companies to delay IPOs, opt for dual-class shares: Governance expert</title>
		<link>https://igopp.org/en/short-term-thinking-forcing-companies-to-delay-ipos-opt-for-dual-class-shares-governance-expert/</link>
		<comments>https://igopp.org/en/short-term-thinking-forcing-companies-to-delay-ipos-opt-for-dual-class-shares-governance-expert/#respond</comments>
		<pubDate>Tue, 14 May 2019 14:03:06 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
				<category><![CDATA[IGOPP in the Medias]]></category>
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		<category><![CDATA[Activism]]></category>
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		<category><![CDATA[Head offices]]></category>
		<category><![CDATA[Hedge funds]]></category>
		<category><![CDATA[Value-creating governance]]></category>

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		<description><![CDATA[Yvan Allaire, executive chair at the Institute for Governance of Private and Public Organizations, joins BNN Bloomberg to discuss &#8220;quarterly capitalism&#8221; in light of WestJet CEO Ed Sims’ warning on the destruction it brings to long-term company plans. To watch this interview, please click here. &#160;]]></description>
		<content><![CDATA[Yvan Allaire, executive chair at the Institute for Governance of Private and Public Organizations, joins BNN Bloomberg to discuss "quarterly capitalism" in light of WestJet CEO Ed Sims’ warning on the destruction it brings to long-term company plans.

To watch this interview, please click here. [1]

&#160;

 [2]

[1] https://www.bnnbloomberg.ca/video/short-term-thinking-forcing-companies-to-delay-ipos-opt-for-dual-class-shares-governance-expert~1683258
[2] https://www.bnnbloomberg.ca/video/short-term-thinking-forcing-companies-to-delay-ipos-opt-for-dual-class-shares-governance-expert~1683258]]></content>
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