TORONTO, Oct 28, 2010 /PRNewswire via COMTEX/ —
The Board of Directors of Maple Leaf Foods Inc.
(“Maple Leaf” or the “Company”) (TSX: MFI) announced today that Wayne
A. Kozun and William T. Royan of the Ontario Teachers’ Pension Plan
(“OTPP” or “Teachers”) have resigned from the Company’s Board of
Directors. Messrs. Kozun and Royan were appointed to the Maple Leaf
Board in February 2009.
Messrs. Royan and Kozun resigned after the board confirmed the minutes
of a previous meeting at which the Board had unanimously approved the
Company’s recently announced value creation plan. The OTPP
representatives requested that the minutes be amended to reflect that
their prior approval of the plan had been intended to be subject to
completion of analysis by management, satisfactory to Teachers’,
regarding prefunding options available to the Company, in particular
the sale of the Company’s Rothsay rendering business. In September,
the Board had directed management to complete such analysis regarding
the sale of Rothsay, if warranted, and present it to the Board by the
end of November.
James F. Hankinson, Chair of the Corporate Governance Committee, said,
“The Board has accepted these resignations, but the reasons given for
them seem to be inconsistent with Mr. Kozun’s and Mr. Royan’s repeated
support for the Company’s strategy.” Mr. Hankinson further commented
that “The board unanimously approved the strategic plan including a
requirement that management examine whether partial prefunding of the
plan is warranted. At no time was the approval of the plan conditional
upon the outcome of the review.”
Teachers’ has been a significant and active partner in Maple Leaf for
the past 15 years. It has played a leading role in appointing each
member of the Board, shaping the Company’s governance structure and
philosophy, and defining and approving its current strategy. Mr.
Royan stated that he and Mr. Kozun will continue to be closely
associated with the Company and its management and Board.
In August 2010, Teachers’ sold one third of its position in Maple Leaf,
or approximately 10% of the company’s shares outstanding, to West Face
Capital, a Toronto-based activist hedge fund, at a significant discount
to the market price.
Maple Leaf Foods Inc. is a leading food processing company,
headquartered in Toronto, Canada. The Company employs approximately
23,500 people at its operations across Canada and in the United States,
the United Kingdom, and Asia. The Company had sales of $5.2 billion in
SOURCE Maple Leaf Foods Inc.