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Dissident Sherritt shareholders want to oust chief executive David Pathe

HALIFAX - A dissident group of shareholders seeking three seats on the Sherritt International board of directors believes chief executive David Pathe needs to be replaced.

The dissidents, led by investment firm Clarke Inc., say costs are up and the share price has fallen since Pathe took the helm of the mining company at the beginning of 2012.

Dustin Haw, vice-president investments at Clarke, said the dissident group would recommend the board form a committee to find a new chief executive immediately.

"A CEO with mining and operations experience and capital allocation expertise," Haw told a conference call with investors Monday during which he pitched the group's case for change at Sherritt.

If the Clarke-led group, which holds a 5.4 per cent stake in Sherritt, is successful, it would control three of the nine seats on the board.

Haw said Sherritt needs to improve how it decides where to invest.

"The best opportunities for the company right now are debt reduction, reinvestment in the current asset base and share repurchases," he said.

"We would recommend that the board undertake a thorough review of all procurement practices, capital spending practices and review the business divisions to determine why costs are increasing so rapidly and how to curb them."

The dissident group also filed a complaint with the Ontario Securities Commission seeking an investigation into allegations the company was misleading shareholders about the its director nominees.

Sherritt's information circular and proxy voting card include different names than those put forth by the dissident group.

The dissident group said the error could affect the "quality and integrity" of the shareholder vote.

The dissident nominees include Clarke chief executive George Armoyan, David Wood, chief financial officer of the Municipal Group of Companies, and Astor Group chief executive Ashwath Mehra, who is also the former chief executive of MRI Trading AG and senior partner for the nickel and cobalt businesses at Glencore International AG.

In addition to seats on the Sherritt board, the group wants to amend the company's bylaws to require unanimous board support for any major acquisition and changes to how both Sherritt directors and executives are paid, as well as some additional perks it says they receive.

Earlier this month, Sherritt said it included Haw and Michael Rapps on its proxy voting card as the dissident nominees instead of Wood and Mehra because they were the nominees it said Armoyan proposed in December and Clarke never withdrew them.

Sherritt said Monday it has acted appropriately and in "strict compliance" with its legal requirements in regards to the dissident's request to the OSC.

"Clarke Inc.'s letter to the OSC is wholly without merit and is a transparent attempt to somehow revive a sputtering dissident campaign by unfairly and inappropriately trying to cast a negative light on the corporation," Sherrit said in a statement.

"Today's action by Clarke Inc. and George Armoyan is the latest in a series of erratic decisions and provides a further glimpse into what shareholders should expect if Mr. Armoyan or his nominees are elected to the board of directors."

Last week, proxy advisory firms ISS and Glass Lewis recommended shareholders support the management nominees for the board.

Glass Lewis also recommended shareholders support management in its fight against all of the dissidents other proposals to be voted on at Sherritt's annual meeting.

However, ISS said shareholders should back a dissident motion to stop "special payments to directors that are not aligned with shareholder value."

Sherritt's (TSX:S) annual meeting is set for May 6 in Toronto.

The Canadian Press


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