Activist hedge fund West Face Capital has called for a shareholder meeting to pressure Maple Leaf Foods to improve corporate governance at the Canadian food group.
West Face, which holds a 10% stake in Maple Leaf, has called for investors to meet to vote on five resolutions put forward by the fund that, it believes, will address “serious investor concerns” over board independence and corporate governance at the food maker.
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“The deficiencies of Maple Leaf in critical areas such as board independence and corporate governance are well known to its shareholders and the investment community at large,” said Thomas Dea, a West Face partner. “After being rebuffed on several occasions when we have raised these concerns with management and the board of directors, we have concluded that the board needs to hear a strong message from shareholders that the independence and governance practices of Maple Leaf do not satisfy their expectations or today’s standards of good corporate governance.”
The move from West Face is the latest sign of investor unease at the strategy being pursued at bakery-to-processed meats group Maple Leaf.
Last month, Canadian pension fund The Ontario Teachers Pension Plan said it would sell its 25.2% stake in Maple Leaf. The fund had been a shareholder in Maple Leaf since the McCain family bought the business in 1995 but, this year, there had been suggestions of growing discord between the two sides over the company’s strategy.
In August, Teachers reduced its stake in Maple Leaf from 36.3% to 25.2% after selling shares to investment manager West Face Capital. At the time, Teachers said its “current intention was to work with [Maple Leaf] to maximise the value of our investment”.
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By GlobalDataTwo months later, Maple Leaf president and CEO Michael McCain outlined a five-year plan to make the company more efficient.
McCain said the plan, which included factory closures and the modernisation of some of the company’s manufacturing network, would involve capital investment of C$755m (US$749.3m) but improve its EBITDA margin from a current level of 7.5% to 12.5% in 2015. The move prompted speculation over what Teachers and West Face would make of the plans.
West Face’s resolutions call for a reduction in the size of Maple Leaf’s board to nine directors and push for at least two-thirds of directors be independent. The hedge fund also wants the recruitment of independent directors to be led by “an independent, global executive search firm”.
West Face also wants the board’s committees to be composed of only the independent directors and has put forward a resolution that investors can, at each annual shareholders meeting, consider Maple Leaf’s approach to executive pay.
