To understate the obvious, Stan Bharti and his cronies at Forbes & Manhattan have previous form when it comes to playing heads-I-win-tails-you-lose with shareholders and bleeding their companies’ structures for everything they’re worth. Time and again they have ignored their fiduciary duties and made sure all the benefits of any deal go first and foremost to the cozy band of inner circle directors and this week, thanks to their latest sneaky backdoor maneuver, we have a new one to highlight.
Yesterday Monday, Belo Sun (BSX.to) filed its 2019 Management Information Circular (MIC) to SEDAR in anticipation of the company’s upcoming AGM (go over to the site and download yours) and sure enough buried deep among its 144 pages is a delightful new piece of legalized white collar crime designed to apply liberal quantities of KY Jelly to the soft plump cheeks of BSX shareholders. Around pages 21 to 24 you can read how BSX
has increased The Termination Not For Cause up to 8x from the 2018 MIC. All the Named Executive Officers (NEOs) except the COO, as well as its Forbes & Manhattan “service providers” (i.e. siphoning off company capital to Stan’s back pocket) would receive 24 months of fees in the event
of termination not for cause if the MIC is voted up in the AGM. As “termination not for cause” is the euphemism for “getting fired for being crap at your job”, it means the BSX Compensation Committee, which includes
two directors that are stepping down at the 2019 AGM, decided to protect
the NEOs from any sort of poor performance….in the best
interests of BSX shareholders.
has increased The Termination Not For Cause up to 8x from the 2018 MIC. All the Named Executive Officers (NEOs) except the COO, as well as its Forbes & Manhattan “service providers” (i.e. siphoning off company capital to Stan’s back pocket) would receive 24 months of fees in the event
of termination not for cause if the MIC is voted up in the AGM. As “termination not for cause” is the euphemism for “getting fired for being crap at your job”, it means the BSX Compensation Committee, which includes
two directors that are stepping down at the 2019 AGM, decided to protect
the NEOs from any sort of poor performance….in the best
interests of BSX shareholders.
But wait! There’s more! BSX is also hoodwinking its shareholders into approving a new “Change of Control” payout by adding in this clause: “a
change of control of the Board resulting from the election of less than a
majority of the persons nominated for election by management of the
Corporation”. That may sound a little bland at first but frankly it’s scandalous, because with this they essentially ensure that if they continue to do
the very poor job they have been doing, fail to not advance permitting
at Volta Grande and get terminated not for cause…they still win! Come the day that shareholders try to improve the company by
replacing the majority of these self-serving excuses of directors, the people they boot out get an massive financial win of 36
months of fees, bonuses and all types of et cetera. So to sum up:
change of control of the Board resulting from the election of less than a
majority of the persons nominated for election by management of the
Corporation”. That may sound a little bland at first but frankly it’s scandalous, because with this they essentially ensure that if they continue to do
the very poor job they have been doing, fail to not advance permitting
at Volta Grande and get terminated not for cause…they still win! Come the day that shareholders try to improve the company by
replacing the majority of these self-serving excuses of directors, the people they boot out get an massive financial win of 36
months of fees, bonuses and all types of et cetera. So to sum up:
- The BSX cronies get paid a crazy amount of money in the first place.
- For at least five years (and arguably longer) they have done nothing to move their project forward, but still cut themselves fat cheques.
- But now, if they are fired for doing a bad job they get fat bonuses
- And even if the shareholders of the company (i.e. the real owners) boot them out, this is now considered a “change of control” event and they still get an obscene payola.
And they wonder why the junior mining sector fails to attract investment capital these days…