Formation Metals Airs Concerns Over Dissident Nominees’ Governance, Compensation History and Lack of Relevant Experience
Formation Metals Inc. (TSX:FCO) announced that it would like to bring to shareholders’ attention important details regarding the nominees proposed by dissident shareholder, Dundee Corporation.
As quoted in the press release:
Paul Carroll- Executive Compensation?
Paul Carroll became a director of Hollinger Inc. in 2004 and was a director in October 2004 when the court removed Conrad Black and others as directors. Mr. Carroll and the other remaining directors subsequently awarded themselves compensation that included Mr. Carroll being entitled to a $600,000 payment when he ceased to be a director for any reason. For the first five months of 2005, Mr. Carroll was paid director’s fees of $1,227,554 (inclusive of the $600,000 termination payment). These directors’ fees and termination bonuses attracted media and shareholder criticism. In a March 10, 2005 article from the Bloomberg Service-“Hollinger Inc. Directors get Paid More than Exxon’s”-Professor Dan Capscott of the Rotman School of Business at the University of Toronto and author of a book on corporate governance, is quoted as saying “It is quite extraordinary for board members to charge such hourly rates.”
Paul Carroll- Corporate Governance?
In the 1980s, Mr. Carroll served as corporate counsel and subsequently a director of Nova Scotia Savings and Loan Co., a Halifax-based financial institution. In a court decision related to a proposed hostile takeover of Nova Scotia Savings and Loan Co., the Supreme Court of Nova Scotia had the following to say about Mr. Carroll’s legal opinion as to whether a certain director could be considered “associated” with a certain entity for regulatory purposes:
“Although Carroll did attempt to recant this opinion during the trial it is my view that such attempt was borne out of expediency rather than a genuine change of mind. …”
David Christie- Relevant Experience?
This is not the time, nor the market to allow a novice to try his hand at being a director, particularly when the experiment would come at the expense of a seasoned and proven director. Being a public company director takes experience that Mr. Christie does not have.
Attention Formation Shareholders:
Shareholders are urged to vote their WHITE proxy before the deadline of Wednesday, June 19, 2013 at 10:00am (Pacific Time). Regardless of how many shares you own it is imperative that you vote your WHITE proxy in order to keep Formation on track.
Discard any blue proxy forms which you may receive from Dundee.
If you have any questions or need assistance in voting your proxy, please call Kingsdale Shareholder Services Inc. at 1-866-229-8214 (toll free) or 1-416-867-2271 (collect calls accepted), or by email at firstname.lastname@example.org.