CIRI British Columbia Chapter Update
In January, members of the British Columbia Chapter gathered for a refresher session on the importance of disclosure compliance. Led by Rod Young, Manager of Compliance and Disclosure, TSX Venture Exchange; Steven McKoen, Partner, Blake, Cassels & Graydon LLP; Sherri Gardiner, Executive Vice President, Corporate Communications and Reporting for Hunter Dickinson Inc.; and Meg Brown, Director Investor Relations, Canaco Resources Inc., the discussion highlighted awareness of NI 43-101 compliance, as this responsibility increasingly falls to the IRO.
There are numerous examples of companies that have been forced to issue retractions for violating the disclosure rules. The resulting loss of credibility by both the IRO and the company can be staggering.
Understand what you can and cannot say in your investor materials, stay current regarding the complexities of disclosure, and create an ongoing dialogue or process within your organization to ensure proper disclosure.
Attendees left with more confidence in managing and understanding NI 43-101 compliance.
CIRI Alberta Chapter Update
CIRI Alberta marked its 25th anniversary with a gathering at the Metropolitan Centre in downtown Calgary in November. Chapter members gathered to celebrate this milestone and look back on a quarter century of our organization’s success in Alberta.
Our educational programs resumed in January with a breakfast session entitled Shareholder Activism – Is Your Company Next? Janet Weiss, Vice President, Investor Relations at Canadian Pacific Railway, and Walied Soliman and Orestes Pasparakis from Norton Rose Canada LLP discussed their recent personal experiences and insights into this timely topic. In addition, they addressed what is driving this trend, important steps IROs can take to prepare, and what IROs need to know to guide companies through a tough proxy battle.
We held a session in February on Understanding Analyst Coverage and Best Practices in Sell-side Communication – Part 1. Gord Currie, Salman Partners analyst, served as the host. He shared his view on how he approaches company research and provided a ‘hands on’ financial model. Our next event will be a media and public speaking seminar with Neil Grammer in March. Grammer has worked with many top executives in Canada, and will share his experience on how to present to investors and speak to the media. Stay tuned for more details on the CIRI website.
CIRI Alberta would like to recognize Rhonda Bennetto for her contributions and spirit over the years as a CIRI Alberta Board member and Chapter President. Her efforts to advance the IR profession in Alberta have served our membership well. We wish her all the best in her new role in British Columbia.
We welcome two new board members – Alison Trollope (Canadian Oil Sands Limited) and Megan Patterson (ARC Resources Ltd.).
Please contact Alberta Board members with ideas for programs or interest in getting involved.
CIRI Ontario Chapter Update
In advance of the 2013 proxy season, CIRI Ontario hosted a luncheon seminar on Shareholder Activism and What IROs Need to Know. With proxy battles on the increase in Canada, IROs were reminded that they play an important role in helping management and Boards manage the process during what can be a highly emotional and aggressive time. Walied Soliman and Orestes Pasparakis, co-chairs of Norton Rose Canada’s special situations team, shared their insights and outlined tips to preparing for dissident shareholders:
- Know who your shareholders are and understand the retail/institutional split;
- Consider adopting Advance Notice By-laws to avoid potential proxy fights and ambush of your annual meeting;
- Be on the watch for empty voting, where dissidents may vote more shares than those in which they have an economic interest, and have the potential to exercise significant voting control over a company;
- Be prepared for requests for information on conflicts of interest. Under the Canada Business Corporations Act, shareholders are entitled to review portions of Board minutes that deal with conflicts of interest. Issuers should maintain any portion of Board minutes that deal with conflict of interest in a separate location so that they can respond to such requests from activist shareholders in a timely fashion;
- Understand the role of proxy advisory firms like Institutional Shareholders Inc. (ISS) and structure your strategy to the ISS published guidelines template to get the firm’s approval; and
- Focus on relationship building. Keeping in touch with your analyst and shareholder base is invaluable. IROs should encourage regular Board contact with shareholders.
Issuers must abide by rules of law and disclosure rules while remaining nimble and ready to take action as required. Activist shareholders and companies that care about a company are well organized. It is incumbent on IROs to ensure their Boards and managements are as equally well organized.
CIRI Quebec Chapter Update
The Chapter held two very successful events in the fall of 2012. Our October event was entitled, IR Road Shows Across Borders and featured London’s BIA Investor Relations expert, Geoffrey Bunting. He and his fellow presenters – Lorne Gorber, Senior Vice President, CGI Group, and Roberto Sbrugnera, Director of Treasury and IR, Metro Inc. – discussed the benefits of taking the “show on the road”. This very well attended lunch presentation was interesting and appreciated.
The November event featured a presentation on Annual Reports and Current Trends, highlighting traditional print method versus web-based reports. Three presenters – Gladys Caron, Vice President, Laurentian Bank, Courtney Craib, President, Craib Design and Communication, and Michelle Laberge, Director of Communications and Public Affairs, RONA Inc. – had a lively discussion with more than 40 attendees.