Article from waggle.ca re: Jovian
As disgust over behavior of financial execs gains steam, two executives at Jovian Capital Corp. are finding themselves the subject of increasing public ire. The reason? More than two months after two execs disclosed that they cut themselves an extra $12-million cheque, top executives have yet to explain where the money came from, and how they decided on the amount that was doled out. They simply took it.
Pressed for more details by shareholder Scott Reid of Stornoway Portfolio Management, management evaded the question, other than to say that it had been underpaid for some time. No explanation where the money came from. No proven justification of why it was paid out. The easiest explanation is that Jovian had a chunk of cash on its balance sheet after selling off its stake in BetaPro Management to a South Korean firm last year. Jovian also recently sold off its mutual fund subsidiary to Desjardins Financial Security for $27-million. Both monies should have gone to the shareholders. But you can’t be sure where the money is. In an act of brazen arrogance, Jovian doesn’t NEED to tell you where the money is. They just help themselves to the company accounts.
Calls and e-mails left with the company were not returned. Mr. Reid is perturbed because he personally believes that management doesn’t deserve the payout. “Since the creation of Jovian in its current form on July 9, 2003, Jovian’s shares have declined by 6.2 per cent, or 0.72 per cent on an annualized basis,” he wrote in a public letter. “In comparison, over the same period of time, the TSX Total Return Index has appreciated by 114 per cent, or 9 per cent on an annualized basis.” He is also annoyed that few details have been provided, and that because the payment wasn’t in the form of securities, it doesn’t have to be put to a shareholder vote.
That means the company can hand out about 10 per cent of its equity value to “unidentified ‘senior management,’” Mr. Reid wrote. In management’s defence, it also paid shareholders $4 per share earlier this year. However, this handout wasn’t a special dividend; it was a return of capital. If you held shares at $10, theoretically, and the return of capital is $4, you are given 40 per cent of your investment back. You aren’t paid a 40 per cent special dividend. Mr. Reid has talked to both Philip Armstrong and Jason Mackey, Jovian’s chief executive and financial officers, but that hasn’t gotten him anywhere. If he had it his way, Jovian should make a copy of the payment plan available for public consumption and exec should reconsider the payments.
To play devil’s advocate, I couldn't care less if a manager earns a billion dollars as long as it's clearly spelt out in the offering memorandum on how they get paid out and they meet those requirements. I do take issue with companies deliberately hiding how they get paid or being evasive with shareholders.
Hollinger comes to mind. The money that was exploited or allegedly exploited was a drop in the bucket compared to the money lost by people selling their shares as they ran to the exit.
Jovian now stands out as a company tainted by a management team with a sense of entitlement and a board of directors turning a blind eye, while putting their interests ahead of the 99%. As the public spews venom in the direction of the company, one wonders if the financial world will ever regain the public’s trust.