It is proposed that the multivoting rights attaching to the Class A Shares of the Corporation be converted into a single voting right per shares.
The guidelines of a number of investment industry players tackle the issue of multiple voting shares directly:
The Fédération des caisses Desjardins:[…] vote for abolishing such [dual-class share] structures.4
The Canada Pension Plan Investment Board (CPPIB):
Support the collapse of existing dual-class share structures on terms that are in the long-term best interests of the company.
The Public Sector Pension Investment Board:
“We will support collapsing dual class structures into a single class of securities […].6
The Shareholder Association for Research & Education:
“[The Fund] will vote for the replacement of multiple-vote shares with shares that have one vote per share […].7
The Fonds de solidarité des travailleurs du Québec:
The Fonds is not opposed to the practice of creating, issuing or maintaining shares with unequal voting rights when that practice is in the best interests of the stakeholders of the Corporation.8
The global government pension fund (Norway):
Companies should use capital restructuring events as an opportunity to remove differential rights or to demonstrate their commitment to removing differential rights in the future.9
The California Public Employees’ Retirement System (CalPERS):
A shareowner’s right to vote is irrevocable and cannot be reduced. All investors must be treated equitably and
upon the principle of one-share/one-vote.10
The Institutional Shareholder Services (ISS):
[…] a dual class capital structure […] must meet all of the following criteria : […] • There is a sunset provision;11
Glass Lewis:[…] we typically recommend that shareholders vote in favor of recapitalization proposals to eliminate dual-class share
The Common Sense Principles, according to Warren Buffet:
If a company has dual class voting […] the company ordinarily should have specific sunset provisions […].13
The little consideration that controlling shareholders give to stakeholders interests14 the progressive dismantling of the
Corporation over the years, the growing discrepancy between the family’s interests and those of the others,15 as well as the increasing importance placed on short-term considerations require no further proof. The goals targeted in this multiple voting share plan can be achieved by means of other instruments. They need only be implemented.
In the end, the Corporation must change hands. Indeed, it is in everyone’s interest.