Trimark shareholder rights advocate vows court battle to present proposals

RICHARD BLACKWELL

The Globe and Mail

Thursday, January 13, 2000

A shareholder rights advocate says he will go to court to force Trimark Financial Corp. to present his proposals for a vote at the company's annual meeting.

Joe Killoran said yesterday that he will take legal action because the Toronto-based mutual fund firm has refused to send his five proposals to shareholders and have them vote on the issues at its annual meeting on June 28.

In a letter to Mr. Killoran, Trimark general counsel Kathryn Ash said the proposals won't be included in the management information circular because they are "substantially the same" as the ones Mr. Killoran submitted to the company in 1997. Trimark agreed to send those to shareholders, but they were not discussed or voted on at the 1997 annual meeting.

Among Mr. Killoran's proposals:

Trimark spokesman Jade Hemeon said these issues are "basically the same proposals that [Mr. Killoran] submitted in the past. Our shareholders indicated previously that they were not of interest to them."

While the company is not necessarily against the proposals, she said, they apply to mutual fund investing in general, not Trimark's business affairs, and thus are not relevant to the annual meeting.

Mr. Killoran said he will begin his court challenge next week. Under rules in the Canada Business Corporations Act, if a company refuses to include a shareholder's proposals in its proxy circular, that shareholder can go to court to try to get the decision reversed.

Mr. Killoran hopes to have the same success as investor activist Yves Michaud in his fight to get the big banks to present governance issues for shareholder votes. Mr. Michaud used similar provisions in the Bank Act in 1997 to get a Quebec court to order that Royal Bank of Canada and National Bank of Canada present a number of his proposals to shareholders.

That victory opened the floodgates for Mr. Michaud and others to present proposals to a number of banks' annual meetings. Many related to issues of executive pay, corporate governance and the role of boards of directors.

Mr. Michaud has several proposals on the agendas of some of the banks' annual meetings that are coming up in the next few months.