TCIG may be following letter of its law, not its spirit

There are always two sides to every story, and the discontent that has recently been directed at the management of Tribal Councils Investment Group is no different.

That discontent recently culminated in applications to the Court of Queen's Bench from three of TCIG's seven shareholders seeking relief from what they generally refer to as shareholder oppression.

TCIG is an investment company owned by the seven Manitoba tribal councils. It was formed in the early 1990s and had an excellent track record of growth, producing generous dividends for its shareholders for many years.

At the last minute before a scheduled court hearing before Mr. Justice Robert Dewar on Wednesday morning, TCIG filed a sworn affidavit from its CEO, Allan McLeod, detailing the investment firm's corporate governance practices and addressing some concerns the shareholders express in their court filings.

He's giving TCIG's side of the story. On the surface, it paints a picture of thorough oversight on the part of its board in accordance with best practices.

"TCIG's corporate structure and business management guidelines are designed in accordance with its ISO 9001 corporate governance certification," McLeod says in the affidavit.

In addition to a through detailing of its own corporate-governance practices, another significant part of the 25-page affidavit -- not including the 50-odd exhibits -- is spent pointing out the flaws in governance practices of the three complainants.

Arguments before Dewar will be presented in a couple of weeks.

Irrespective of the degree to which TCIG's shareholders value such corporate-governance niceties, those shareholders were mad enough at management to have taken the time and expense to seek relief from the court.

While TCIG may follow the letter of the corporate-governance law, maybe some of the spirit is absent.

The general tone of the three separate notices of applications from entities representing the Dakota Ojibway Tribal Council, Keewatin Tribal Council and West Region Tribal Council is that as shareholders, they believe they do not have access to enough information about how the company is operating.

TCIG has always maintained it provides a level of transparency that accords with its articles of incorporation and various shareholder agreements and amendments.

Not to say this is what TCIG is doing, but it wouldn't be the first time an entity hid behind its corporate-governance structure to skirt occasional unpleasant accountabilities.

For instance, in his affidavit, McLeod refers to this writer and a couple of Free Press articles I've written recently about TCIG. Among other things, those articles disclosed McLeod's pay packet and the length of his employment contract, as well as instances of money-losing ventures, including a corporate jet TCIG acquired a couple of years ago.

Those details were disclosed to me via leaked corporate documents.

McLeod said in the affidavit, "(the) confidential information referred to in the articles is commercially sensitive, the disclosure of which, I believe, is likely to prejudice TCIG's competitive position to the detriment of the company and its shareholders."

But he does not dispute the facts.

In the affidavit, McLeod also refers to an interview I conducted with him and says, "During our conversation, I was advised by Mr. Cash, and I believe, that the 'confidential internal documents' and certain other confidential information referred to in the articles were provided to him by Chief David Meeches."

Meeches is chief of the Long Plain First Nation and chairman of the board of Dakota Ojibway Investments Ltd. (DOI).

I did interview Meeches and he was quoted in those stories, but he did not provide any confidential documents or documents of any kind, nor did he disclose anything I had not already learned from other sources.

However, McLeod says in the affidavit that "TCIG's board of directors concluded that DOI, through Chief Meeches' actions, breached its confidentiality obligations. The board therefore passed a resolution directing TCIG to exercise its option under the U.S.A. (unanimous shareholder agreement)... to purchase the DOI's shares in TCIG, in accordance with the terms of those agreements."

I have no knowledge of what constitutes a breach of confidentiality in TCIG's shareholder agreements, but in this case, it seemed to have been triggered by some faulty information.

It's one thing to have shareholder agreements to direct the board to act in a certain way under certain circumstances; it is another thing for them to be accurately utilized.

martin.cash@freepress.mb.ca

Republished from the Winnipeg Free Press print edition February 14, 2013 A17