Winnipeg Free Press - PRINT EDITION

TCIG's shareholder action familiar to CP Rail

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No one wants to kill the goose that laid the golden egg.

Tribal Councils Investment Group is that kind of goose.

It has distributed handsome dividends over the years to its shareholders, the seven tribal councils of Manitoba.

Since it was formed in the early 1990s, it made some savvy acquisitions and increased its distributions to the tribal councils. A few years ago, each of them was receiving $110,000 per year.

It's not surprising there was not much dissension in the ranks while that was occurring.

But as time has passed -- and profits turned to losses and dividends morphed into patronage payments -- various stakeholders have come to understand TCIG's role in the community in drastically different ways and have started asking questions, to which they are not getting answers.

Is it strictly a private equity firm charged with producing a return on investment or does it also have a greater social mandate to generate wealth and economic development opportunities for its First Nations owners?

Those are clearly not mutually exclusive scenarios, but they may have something to do with a growing chorus of shareholder (and First Nation chiefs') discontent over what they see as a lack of accountability and transparency from management.

Questions from those parties about management spending, especially at a time when austerity measures were being implemented and staff laid off, don't seem unreasonable.

But some say it's the board members who need to be asking those questions.

The unique governance structures of First Nations and their tribal council affiliations may give TCIG some of its own governance quirks.

Some of TCIG's distinctive elements may become more public after one of its founding shareholders, Dakota Ojibway Tribal Council through its investment arm Dakota Ojibway Investments, filed a notice of application with the Manitoba courts seeking a shareholder-oppression remedy.

TCIG chief executive officer Allan McLeod and TCIG's lawyers argue it had adhered to all of the corporation's disclosure obligations.

Some say the shareholder action will not succeed. After all, shareholders of public companies do not typically have any rights as to how a corporation is managed. If they believe the company is mismanaged, often their only recourse is to sell their shares.

But these days, the business pages regularly feature stories of activist shareholders who mount boardroom revolts, either deposing management or causing a significant shift in direction for the company.

One of the latest examples of such a palace coup was the ouster of Fred Green, the former CEO of Canadian Pacific Railway Ltd., after a months-long campaign headed by activist investor Pershing Square Capital Management.

Not only were the activists successful in installing their management choice -- former CN chief executive Hunter Harrison is now in charge of CP -- but this week CP announced a major round of job cuts. Regardless of the wisdom or effectiveness of the action, you can bet it was something Pershing Square Capital wanted to see happen. Investors were clearly pleased by the announcement since CP shares were up four per cent Wednesday.

In addition to the chiefs from the Dakota Ojibway Tribal Council, several other chiefs have said they support the shareholder legal action, although only George Kemp of Berens River First Nation and Alex McDougall of Wasagamack First Nation have done so on the record.

There are close to 60 First Nations represented by the seven tribal councils and each of them elects a chief and council for terms of two years at a time.

It's not surprising that in those pressure-cooker political environments, making tough calls -- especially when they may impact whether or not a cheque will be sent -- are hard to do.

Pershing Square owned enough public shares in CP to get what it wanted.

TCIG is a private company, but management is still accountable to the board of directors who represent the seven shareholders.

martin.cash@freepress.mb.ca

Republished from the Winnipeg Free Press print edition December 6, 2012 B5

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About Martin Cash

Martin Cash joined the Free Press in 1987 as the paper’s business columnist.

He has spent two decades chronicling the city’s business affairs.

Martin won a citation of merit from the National Newspaper Awards in 2001 for his coverage of the strike and subsequent multi-million-dollar union settlement at the Versatile tractor plant. He has also received honours and awards for his work on agriculture and technology development in Manitoba.

Martin has written a coffee-table book about the commercial and industrial make-up of the city, called Winnipeg: A Prairie Portrait.

Martin Cash on Twitter: @martycash

martin.cash@freepress.mb.ca

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