BTB Real Estate Investment Trust T.BTB.UN

Open Letter to BTBREIT Unitholders from Concerned Unitholder

[b919191]

Montreal, October 7^th, 2024 - 

 

Dear Fellow BTB Unitholder,

I wrote to you earlier this year to share proposals (the ‘2024 Proposals’) that I submitted to the board of trustees (‘Board’) of BTB. Sadly, the Board refused to present the 2024 Proposals for a vote at the 2024 AGM. This is a recurring tactic...

Against rules of common sense, the Board ignored clear unitholder discontent at the 2022 annual general meeting of unitholders (‘AGM’), to raise executive compensation by double-digits. And the same thing happened in 2023. 

Despite trustee support falling further this past June, it didn’t fall enough for the Board to welcome change and it was ‘pleased’ to share the results with the public: 

 

The Board believes that nothing needs to change. 

 

___________________

 

You will find below the same table I shared with you this past Spring updated for the relevant 2023 data. Executive compensation remains uncorrelated with BTB’s financial performance indicating the need for urgent and significant corporate governance changes.

What level of BTB unit underperformance vs. the S&P/TSX Capped REIT Index would have resulted in executive compensation rising only as fast as Canadian inflation? If the levels of performance achieved by BTB are in-line with a ‘guarantee of excellence in all [its] activities’, what level of performance would be considered mediocre?

 

 

___________________

 

A month ago, I submitted new proposals to the Board for the next AGM (the ‘2025 Proposals’). The last four proposals from the 2025 Proposal were similar to the last four of the 2024 Proposals, but the first one was different and particularly important (‘Proposal 1’):

 

Disclosure of material amounts paid to relatives/partners of BTB’s leadership. 

 

You may be aware that despite BTB employing a relative of its CEO in a senior role for years, none of this employment’s terms (or its existence) have ever been shared with unitholders.

This past Friday, the Board informed me that none of the 2025 Proposals would be presented for a unitholder vote at BTB’s next AGM.

 

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Fellow BTB unitholders now need to engage with the Board. Most will be surprised that voting on Proporal 1 is at all required: why would the Board not volunteer the relevant information? 

The Board’s refusal to present Proposal 1 for a vote begs the following important questions:

• How many relatives and/or spouses/partners of BTB trustees are employed by BTB? What is their total compensation and who monitors it?
   

• If BTB employing a relative or spouse/partner of one of its trustees does not warrant disclosure because transactions with such persons are deemed to be with ‘independent’ parties, can the Board define ‘independent’, notably when it states that BTB’s property portfolio is regularly valued by ‘independent’ appraisers?

 

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Dear Fellow BTB Unitholder, I have seldom seen a stranger situation, but Franz Kafka is no longer with us, and this story cannot be one of his fictional masterpieces: it is real and seems sensical to nine intelligent trustees. Urgent change is required and not only for the sake of our investment in BTB units, but also for the sake of the integrity of Canadian and Quebec capital markets.

Please join me in fostering positive governance changes at BTB by contacting the Board to obtain the key relevant answers.

Sincerely yours,

 

Behrak Shahriari
[e-mail]