Jana claims two nominees have votes to be elected to Agrium board

AddThis Sharing ButtonsShare to TwitterTwitterShare to FacebookFacebookShare to RedditRedditShare to 電子郵件Email NEW YORK, N.Y. – Jana Partners says it looks like it has received enough votes to get two of its five nominees elected to the board of fertilizer giant Agrium Inc. (TSX:AGU) at the company’s annual meeting Tuesday.The New York hedge fund, which has been in a bitter proxy fight with Agrium management for months, said in a statement Monday that it believes both managing partner Barry Rosenstein and another of its nominees, David Bullock, had received enough votes as of the deadline Friday.“While only Agrium knows the vote results for both sides, based on the number of votes received by these nominees and the typical turnout for contested Canadian elections, and leaving aside the potential impact of Agrium’s offer to pay financial advisers and brokers for favourable votes, it appears that both will be elected,” Jana said.However, Jana complained some shareholders who supported its nominees tell of having been contacted after the deadline and being asked to switch their votes.Agrium’s meeting rules permit it to extend the voting deadline without public notice if doing so would help the current board win re-election, Jana said.Jana has previously criticized Agrium for paying brokers and financial advisers 25 cents for each vote their clients cast in favour of existing board directors, between a minimum of $100 and a maximum of $1,500 per shareholder.Agrium quickly issued a brief statement of its own, saying it remained “very confident” it would prevail in the proxy contest and accused Jana of speculation and “spreading misinformation.”The company said Jana had itself been in contact with shareholders over the weekend and urged shareholders to contact Agrium or its proxy solicitors if they had any questions.Jana, which has spent more than $1 billion for a 7.5 per cent stake in Agrium, has made a number of proposals for change at the company.The one that has garnered the most attention has been to break off Agrium’s retail business into a separate company.Jana says it merely wants Agrium to thoroughly and independently review that option, as well as manage capital better, improve governance and cut costs. Agrium contends that a split remains Jana’s primary aim, and has accused it of using “Trojan horse tactics” to break up the company.Rosenstein said Monday that Agrium’s opposition to adding a minority of new voices to the board had been “based on its claim that an overwhelming number of shareholders did not favour such change.”“Now that this has been disproven, it is time to accept that result rather than continuing to fight behind the scenes,” he said.“There is no good reason why the full board cannot work with a small number of new directors, particularly given the many areas of mutual agreement.”Rosenstein and Bullock — previously with UAP, the U.S. farm products retailer Agrium acquired in 2008 — were the two Jana director nominees backed by influential proxy advisory firm ISS.Its recommendation did not, however, include Jana’s three other candidates: former Liberal agriculture minister Lyle Vanclief, ex-Brenntag CEO Stephen Clark and ex-MSC Industrial CEO Mitchell Jacobson.ISS said Jana made a “compelling” case for change.“The gnawing question is not whether the company should spin off its distribution business, but whether a board still loudly repudiating the very changes it has begun to implement, changes which have encouraged many shareholders and analysts, is a board with a burgeoning credibility problem,” ISS said.“Shareholders may well wonder if, once the bright lights of this proxy contest are turned off, the progress will fade as well.”Other proxy advisory firms — Glass, Lewis, Pensions Investment Research Consultants and Egan-Jones — have endorsed Agrium’s existing board.In a recent research note, Scotia Capital analyst Ben Isaacson warned that using Jana’s proxy, even to vote for one or two of its nominees, would be a “mistake.”“In our view, this would inevitably lead to a split and toxic board, where competing visions and infighting destroy shareholder value rather than create it.”So far, four shareholders have said publicly they intend to side with Agrium: Alberta fund manager AIMCo, B.C. fund manager bcIMC, the Canada Pension Plan Investment Board and Letko, Brosseau and Associates. Together, those shareholders account for just a small fraction of Agrium’s stock.Agrium shares rose $1.37, or 1.4 per cent, to $99.11 in mid-day trading on the Toronto Stock Exchange on Monday. Jana claims two nominees have votes to be elected to Agrium board by The Canadian Press Posted Apr 8, 2013 10:10 am MDT read more

Insufficient funds Fighting the scourge of fraud through credit and debit cards

TORONTO – Cybersecurity expert Tom Keenan’s rationale for recommending consumers use credit cards over debit cards has nothing to do with any technological advantage.It’s now standard in Canada for both type of cards to use chip and PIN to authenticate transactions, a widely-adopted global security practice, says the University of Calgary professor and author of “Technocreep.”“It’s saved hundreds of millions of dollars in bank fraud in Europe,” Keenan says. “Europeans had this technology first.”Rather, his preference largely has to do with the fact that any fraudulent activity on credit cards doesn’t automatically put bank accounts in the red, whereas with debit the damage has already been done until the matter is resolved.“You’re starting from the position of disputing a charge as opposed to going to your bank and saying, ‘Wha-wha-wha? My account is empty,’” he says. “So which position would you rather be in?”Consumers using credit cards, however, do have to be wary of running up a high-interest balance, whereas with debit the money comes right out of your account.But being at a loss of funds while waiting for a debit fraud issue to be rectified can put some consumers in a very stressful financial situation, says Tara Zecevic, Equifax Canada’s vice-president of fraud prevention and identity management.“There’s an immediate impact.”The Canadian Bankers Association says on its website that when customers are the victim of debit card fraud, “banks will immediately look into the matter and get the money back to the customer as quickly as possible, which can usually happen within a few days or even before the customer knows it’s gone.”Beyond time considerations related to claim disputes, Concordia University associate professor Mohammad Mannan says another advantage of using credit over debit is stronger consumer protection measures.“With credit, you have almost zero liability,” says Mannan, whose research interests include online banking and PIN security.The Financial Consumer Agency of Canada says your maximum liability must be $50 if your credit card is issued by a federally regulated financial institution, and, in the case of Visa, MasterCard and American Express, these credit card companies have zero liability policies.But with debit fraud liability policies, Mannan says, “it’s not as straightforward as credit cards.”The Canadian Code of Practice for Consumer Debit Card Services says that “cardholders are not liable for losses resulting from circumstances beyond their control.” But in all cases where a debit cardholder contributes to unauthorized use, the code says the cardholder will be liable for the resulting loss.That can include voluntarily disclosing a PIN, including writing it on the card, or keeping a poorly disguised written record of a PIN in proximity with the card. Failure to notify your issuer within a reasonable time about a lost, stolen or misused debit card also falls under unauthorized use.Interac says this code is embedded in the Interac rule framework, and applies to financial institutions who offer Interac Debit, Interac Flash, cross-border debit and Interac Online services.Specific terms for Interac’s liability policy are outlined in financial institution client agreements, including time frames for reporting cards that have been lost, stolen or misused, says Interac spokeswoman Teri Murphy.“Financial institutions do reimburse for losses that occur beyond an individual’s reasonable control,” Murphy says.“If you don’t protect your PIN, if you do have a Post-it Note on the back of your Interac debit card that has your PIN, that’s a different circumstance.”Biliana Necheva, a spokeswoman for the Canadian Bankers Association, said in an email consumers are refunded if they have been a victim of credit or debit card fraud.Mannan cautions that people who choose to use credit exclusively over debit must be cognizant of paying off their debt in a timely matter, given that interest rates for credit cards typically hover around 20 per cent.“I pay my bills on time so I’m not paying interest,” he says.Certified financial planner Jason Heath of Toronto’s Objective Financial Partners says that if someone is worried about spending and overusing a credit card, they should consider setting a card limit that’s in line with their targeted monthly budget.“That way you literally can’t spend too much,” Heath says.Follow @DaveHTO on Twitter. by David Hodges, The Canadian Press Posted Mar 9, 2017 11:23 am MDT Last Updated Mar 9, 2017 at 12:20 pm MDT AddThis Sharing ButtonsShare to TwitterTwitterShare to FacebookFacebookShare to RedditRedditShare to 電子郵件Email Insufficient funds: Fighting the scourge of fraud through credit and debit cards read more