J Robert Verdun is an
activist shareholder
An activist shareholder is a shareholder who uses an equity stake in a corporation to put pressure on its management. A fairly small stake (less than 10% of outstanding shares) may be enough to launch a successful campaign. In comparison, a full ...
-rights Canadian advocate, an author and a former
editor of a
weekly paper. He was also a
defendant in an important
defamation lawsuit.
North Waterloo Publishing
Verdun was the founder or North Waterloo Publishing Ltd.,
the publisher (among other titles) of the
weekly paper ''Elmira Independent'', of which he was
Editor from 1974 to 1999. In 1990, the ''Independent'' was the winner of the
Michener Award
The Michener Award is one of the highest distinctions in Canadian journalism. The award was founded in 1970 by Roland Michener, who was Governor General of Canada at the time, and his wife Norah. The idea for the award was developed in 1969 with B ...
"for its blanket coverage of a prolonged legal battle over contamination of the Elmira-St. Jacobs municipal water supply." In 1999 he sold the newspaper to
Torstar
Torstar Corporation is a Canadian mass media company which primarily publishes daily and community newspapers. In addition to the ''Toronto Star'', its flagship and namesake, Torstar also publishes daily newspapers in Hamilton, Peterborough, Ni ...
when
David Galloway was Torstar's
CEO.
Galloway later became a witness against Verdun in the
defamation lawsuit
Defamation is the act of communicating to a third party false statements about a person, place or thing that results in damage to its reputation. It can be spoken (slander) or written (libel). It constitutes a tort or a crime. The legal defini ...
.
Shareholder advocate
Since the 1990s Verdun has been attending a dozen or so annual
shareholders’ meetings a year. He has been instrumental in introducing several measures that benefit small
investor
An investor is a person who allocates financial capital with the expectation of a future return (profit) or to gain an advantage (interest). Through this allocated capital most of the time the investor purchases some species of property. Type ...
s in
public companies
A public company is a company whose ownership is organized via shares of stock which are intended to be freely traded on a stock exchange or in over-the-counter markets. A public (publicly traded) company can be listed on a stock exchange (list ...
. Amongst his accomplishments:
* Introduction of the Cost of Management Ratio:
::The ratio of between the compensation of a
corporation
A corporation is an organization—usually a group of people or a company—authorized by the state to act as a single entity (a legal entity recognized by private and public law "born out of statute"; a legal person in legal context) and ...
’s top five executives and its profits, a measure that aims to increase compensation disclosure for the benefit of the company’s shareholders.
* Separation of Chair and CEO:
::Before Verdun became active it was very common for Canadian public corporations to have the same person act both as the Chairman of its Board and its Chief Executive Officer, a clear case of a
Conflict of Interest. For example
BCE Inc, one of Canada’s largest corporations, had the same person acting as
chairman and
CEO when
Jean Monty held both these positions.
Verdun has been successful in convincing several public companies to produce more transparent financial statements and allow more democracy in board elections. He has done this through the inclusion of proposals in shareholder circulars, which became a standard after the Quebec Superior Court decision ordering the
National Bank
In banking, the term national bank carries several meanings:
* a bank owned by the state
* an ordinary private bank which operates nationally (as opposed to regionally or locally or even internationally)
* in the United States, an ordinary p ...
and
RBC to print shareholder proposals in their
proxy statement
A proxy statement is a statement required of a firm when soliciting shareholder votes. This statement is filed in advance of the annual meeting. The firm needs to file a proxy statement, otherwise known as a Form DEF 14A (Definitive Proxy Statemen ...
s prior to their annual general meetings.
Verdun has been attending
shareholders meetings of banks,
insurance companies
and others such as
Nortel Networks
Nortel Networks Corporation (Nortel), formerly Northern Telecom Limited, was a Canadian multinational telecommunications and data networking equipment manufacturer headquartered in Ottawa, Ontario, Canada. It was founded in Montreal, Queb ...
for well over a decade and has attempted to make
boards of directors more accountable to the small
investor
An investor is a person who allocates financial capital with the expectation of a future return (profit) or to gain an advantage (interest). Through this allocated capital most of the time the investor purchases some species of property. Type ...
s who hold
shares in these
public companies
A public company is a company whose ownership is organized via shares of stock which are intended to be freely traded on a stock exchange or in over-the-counter markets. A public (publicly traded) company can be listed on a stock exchange (list ...
. He has also appeared in
legislative
A legislature is an assembly with the authority to make laws for a political entity such as a country or city. They are often contrasted with the executive and judicial powers of government.
Laws enacted by legislatures are usually known ...
hearings before the
legislative assembly of
Ontario
Ontario ( ; ) is one of the thirteen provinces and territories of Canada.Ontario is located in the geographic eastern half of Canada, but it has historically and politically been considered to be part of Central Canada. Located in Central C ...
, Canada.
''The Fox in Charge''
Verdun published a book, ''The Fox in Charge of the Biggest Henhouse in Canada'', which is not available for sale after a
defamation suit was brought against Verdun by
Robert Astley, who was Chair of the Board of the
Canada Pension Plan Investment Board (CPPIB) and a director of the
Bank of Montreal. The book cannot be published, circulated or promoted by J. Robert Verdun due to a June 14, 2011, Order of the Superior Court of Justice in the case of
Astley v. Verdun
Astley may refer to:
People
*Astley (name)
Places in England
*Astley, Greater Manchester, a village
*Astley, Warwickshire, a village and parish
*Astley, Worcestershire, a village and parish
*Astley, Shropshire, a village and parish
*Astley Villag ...
.
Under the order, Verdun is prohibited from publishing or causing to be published, or otherwise disseminating or distributing in any manner whatsoever, this book or any statements or other communications which refer to Robert Astley by name, depiction or description.
Defamation case
On May 20, 2011, a jury in the
Ontario Superior Court of Justice found that Verdun had defamed Astley on eight separate occasions, and that the defamation was done with malice. The jury awarded damages against Verdun in the amount of $650,000, and the trial judge ordered a very broad permanent injunction against Verdun from publishing anything about Astley. Verdun's
counterclaim
In a court of law, a party's claim is a counterclaim if one party asserts claims in response to the claims of another. In other words, if a plaintiff initiates a lawsuit and a defendant responds to the lawsuit with claims of their own against th ...
against Astley were earlier dismissed by the court, and his appeals regarding his counterclaim were dismissed at both the
Court of Appeal for Ontario and the
Supreme Court of Canada.
References
{{DEFAULTSORT:Verdun, Robert
Canadian activists
Shareholder-rights activists
People from Woolwich, Ontario
Canadian newspaper publishers (people)
Canadian non-fiction writers
Canadian founders
Canadian whistleblowers
Living people
Year of birth missing (living people)