RE:RE:RE:RE:BTB REIT - Proposals for Upcoming AGM Proposal 1
Investigation of the Governance and Human Resource committee
RESOLVED that an investigation of BTB’s Governance and Human Resource committee (‘GHR’) will be launched immediately. This investigation shall be (i) led by a prominent and reputable law firm without outstanding conflicts of interests and (ii) paid for by the trustees who were part of GHR when improper behavior occurred.
Rationale:
Over the past years, a number of material mis-statements (‘Fallacies’) have been made in the Company’s regulatory disclosures: most bizarrely, the claim that no ‘downtown real estate’ was owned despite BTB owning the building where its headquarters are located on Crescent street in Montreal. At least during Formula One Grand Prix weekend each June, Crescent street residents would wholly disagree that their street is not downtown.
Fallacies have eroded unitholder confidence in the statements of the board of trustees (‘Board’), and GHR in particular since the most serious relate to executive compensation matters.
For reference, the Fallacies include at least :
- Inaccurate claims regarding the universe of peers used by GHR to benchmark executive compensation, as presented in Appendix A (available here - https://tinyurl.com/yjshsh37);
- Inaccurate claims regarding the achievement of targets by the Company’s executives, as presented in Appendix B (available here - https://tinyurl.com/5y5fpv34).
In order to (i) identify all the Fallacies, including those which are too complex for unitholders to identify based on reasonable analysis of the Company’s disclosures, (ii) determine if the Fallacies were caused by malicious intent and/or gross negligence by any trustee, (iii) hold accountable trustees responsible for improper behaviour and (iv) exonerate trustees with irreproachable behavior, an impartial investigation (‘Investigation’) is required.
The Investigation should be led by a reputable law firm with no prior relationship with BTB or any of its trustees, whether as part of their role at BTB or at third-party organizations (e.g. SmartCentres REIT for trustee Sylvie Lachance). This independence being essential in ensuring that the conclusions of the Investigation will be trusted by BTB unitholders.
Considering the circumstances and to avoid adding insult to injury, BTB unitholders should not have to pay for the Investigation: its cost should be borne by BTB trustees’ Directors & Officers Insurance and/or personally by BTB trustee(s), if any, ultimately found guilty of wrongdoing.