Thanks, John, for your thoughtful post.
It inspired me to look at Alberta's Business Corporations Act:
gov.ab.ca
I found much of interest in that document. I am not yet convinced that TCT's directors have acted lawfully in replacing auditors without shareholder approval.
I was surprised to learn that Section 162 gives any shareholder the right to require an auditor or former auditor to attend a shareholders' meeting to answer questions:
If a director or shareholder of a corporation, whether or not the shareholder is entitled to vote at the meeting, gives written notice to the auditor or a former auditor of the corporation not less than 10 days before a meeting of shareholders, the auditor or former auditor shall attend the meeting at the expense of the corporation and answer questions relating to his duties as auditor.
Perhaps this is a right we should exercise at the next annual meeting.
Another question occurs to me. Was TCT authorized to dispense with an audit committee? I ask this because I cannot see how it now has or has recently had a properly constituted committee. I say this because at least two members of the committee must be directors who are not be officers or employees, and yet TCT's paltry board does not (and did not) have two such candidates. Surely, given shareholders' questions, it is important that such a committee exists (as is required by the act). Here's what the act says:
165(1) Subject to subsection (3), a distributing corporation shall, and any other corporation may, have an audit committee.
(2) The audit committee of a distributing corporation shall be composed of not less than 3 directors of the corporation, a majority of whom are not officers or employees of the corporation or any of its affiliates.
(3) A distributing corporation may apply to the Commission for an order authorizing the corporation to dispense with an audit committee, and the Commission may, if it is satisfied that the shareholders will not be prejudiced by such an order, permit the corporation to dispense with an audit committee on any reasonable conditions that it thinks fit.
I'll save the rest of my thoughts for later.
Mike M |
