I am trying to reach out to suffering BTB REIT unitholders (TSX:BTB-UN – ‘BTB’), who may be interested by my efforts to improve BTB's governance. I submitted an Open Letter to Canadian regulators via Sedar+ on February 23rd, 2024, the board of trustees of BTB (the ‘Board’) received it on February 28th, 2024. It is available in its complete version at this link : https://tinyurl.com/3wpkr4tm. Please note the cautionary statement included in the Open Letter.
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The Open Letter formally asks the Board to present the proposals below for a vote by unitholders at BTB’s upcoming AGM:
1- Independent investigation of the Board’s Governance and Human Resource (‘GHR’) committee to establish how material mis-statements appeared in BTB’s past management information circulars;
2- Change focus to pay management for long-term performance instead of short-term performance;
3- Binding annual vote on adequacy of BTB leadership compensation (‘Say-on-Pay’);
4- Mandatory abstention from voting on any proposal by BTB leadership members having a personal interest in the proposal being voted upon;
5- Prohibition from serving on any other board for BTB trustees, except for pro bono roles.
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I have never seen a publicly-listed company with executive compensation policies as mis-aligned with the interests of long-term owners, as those used by the Board.
While the Board focuses on generously paying BTB’s management regardless of the operational and financial performance delivered, it has ignored the growing frustration of BTB’s owners recorded at the last BTB AGMs : An urgent intervention is required.