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Both men resigned after the board confirmed the minutes of a previous meeting at which the Board had unanimously approved the company's recently announced value-creation plan. The OTPP representatives requested the minutes be amended to reflect their prior approval of the plan had been intended to be subject to completion of analysis by management, satisfactory to Teachers’, regarding prefunding options available to the company, in particular the sale of the company's Rothsay rendering business.
In September, the board directed management to complete such analysis regarding the sale of Rothsay, if warranted, and present it to the board by the end of November.
"The board has accepted these resignations, but the reasons given for them seem to be inconsistent with Mr. Kozun's and Mr. Royan's repeated support for the company's strategy," said James Hankinson, chair of the Corporate Governance Committee. "The board unanimously approved the strategic plan including a requirement that management examine whether partial prefunding of the plan is warranted. At no time was the approval of the plan conditional upon the outcome of the review."
For the past 15 years, Teachers' has been a significant and active partner in Maple Leaf. It has played a leading role in appointing each member of the board, shaping the company's governance structure and philosophy, and defining and approving its current strategy. Royan stated that he and Kozun will continue to be closely associated with the company and its management and board.
In August 2010, Teachers' sold one-third of its position in Maple Leaf, or approximately 10% of the company's shares outstanding, to West Face Capital, a Toronto-based activist hedge fund, at a significant discount to the market price.
