J Robert Verdun is a Canadian
activist shareholder-rights advocate, an author and a former
editor of a
weekly paper. He was also a
defendant
In court proceedings, a defendant is a person or object who is the party either accused of committing a crime in criminal prosecution or against whom some type of civil relief is being sought in a civil case.
Terminology varies from one juris ...
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 "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 when
David Galloway was Torstar's
CEO.
Galloway later became a witness against Verdun in the
defamation lawsuit.
Shareholder advocate
Since the 1990s Verdun has been attending a dozen or so annual
shareholder
A shareholder (in the United States often referred to as stockholder) of corporate stock refers to an individual or legal entity (such as another corporation, a body politic, a trust or partnership) that is registered by the corporation as the ...
s' 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 on capital, return (profit) or to gain an advantage (interest). Through this allocated capital the investor usually purchases some species of pr ...
s in
public companies. Amongst his accomplishments:
*Introduction of the Cost of Management Ratio:
::The ratio of between the compensation of a
corporation
A corporation or body corporate is an individual or a group of people, such as an association or company, that has been authorized by the State (polity), state to act as a single entity (a legal entity recognized by private and public law as ...
'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
A conflict of interest (COI) is a situation in which a person or organization is involved in multiple wikt:interest#Noun, interests, financial or otherwise, and serving one interest could involve working against another. Typically, this relates t ...
. For example
BCE Inc, one of Canada's largest corporations, had the same person acting as
chairman
The chair, also chairman, chairwoman, or chairperson, is the presiding officer of an organized group such as a board, committee, or deliberative assembly. The person holding the office, who is typically elected or appointed by members of the gro ...
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 of Canada and
RBC to print shareholder proposals in their
proxy statements prior to their annual general meetings.
Verdun has been attending
shareholder
A shareholder (in the United States often referred to as stockholder) of corporate stock refers to an individual or legal entity (such as another corporation, a body politic, a trust or partnership) that is registered by the corporation as the ...
s meetings of banks, insurance companies
and others such as
Nortel Networks for well over a decade and has attempted to make
board of directors
A board of directors is a governing body that supervises the activities of a business, a nonprofit organization, or a government agency.
The powers, duties, and responsibilities of a board of directors are determined by government regulatio ...
more accountable to the small
investor
An investor is a person who allocates financial capital with the expectation of a future Return on capital, return (profit) or to gain an advantage (interest). Through this allocated capital the investor usually purchases some species of pr ...
s who hold
shares in these
public companies. He has also appeared in
legislative hearings before the
legislative assembly of
Ontario
Ontario is the southernmost Provinces and territories of Canada, province of Canada. Located in Central Canada, Ontario is the Population of Canada by province and territory, country's most populous province. As of the 2021 Canadian census, it ...
, 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 due to a June 14, 2011, Order of the Superior Court of Justice in the case of
Astley v. Verdun. 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 t ...
against Astley were earlier dismissed by the court, and his appeals regarding his counterclaim were dismissed at both the
Court of Appeal for Ontario
The Court of Appeal for Ontario (frequently mistakenly referred to as the Ontario Court of Appeal) (ONCA is the abbreviation for its neutral citation) is the appellate court for the province of Ontario, Canada. The seat of the court is Osgoode Ha ...
and the
Supreme Court of Canada.
References
{{DEFAULTSORT:Verdun, Robert
Living people
Canadian activists
Shareholder-rights activists
People from Woolwich, Ontario
Canadian newspaper publishers (people)
Canadian non-fiction writers
Canadian founders
Canadian whistleblowers
Year of birth missing (living people)