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I'm hopping... Oops, hoping... for a happy belated Easter treat for Agrium against Jana Partners and their wholly inappropriate and conflicted dissident board slate and their break-up exit strategy.

I'm happy to report that Agrium is getting some good support.

Proxy advisors, including Glass Lewis, Egan-Jones and Pensions Investment Research Consultants (UK) have recommended voting for the Agrium board.

Long-term shareholders like Letko Brosseau & Associates, Aimco and bcIMC have also taken up the cause issuing press releases supporting the Agrium board.

I am voting for Agrium's nominees for the long-term good of the company and of my retirement savings.

If you're not sure what all the fuss is about, check out my last newsletter for the details.

Now for something completely different...





To Be Or Not To Be (Resolved, That Is) 


Guidance about whether or not a Director or Committee resolution should be used is varied. As with many issues around minutes there isn't always a black and white answer. Whichever way you choose to go, be consistent in your minutes.

Here are some examples and guidelines that may help you decide exactly what "rule of thumb" to implement in your organization:

1.       Formal resolutions are required by law. Check the statute under which you were incorporated and your by-laws as both may indicate circumstances that require "approval" of the directors. These are typically things like approving the financial statements to be provided to shareholders, authorizing a corporate name change, issuing dividends, etc.

2.       You may also find times where you are required to do a resolution to satisfy a third-party requirement, such as a lender under a banking arrangement, or the government of a jurisdiction in which you wish to do business.

3.       You may also look to your Board and Committee Charters or Mandates which may specify that "approval" is required. I generally use a formal resolution for these matters in order to provide an audit trail for entity level controls (if you are subject to Sarbanes Oxley or the Canadian version of it).

4.       Also consider using a formal resolution whenever the Board is approving items beyond the approval level granted or delegated to your CEO. Again you may need to provide proof of approval to some third party in these cases.

5.       The one other key situation in which to consider a formal resolution is when a project, strategy or action may be "material" in scope, size or risk undertaken (either with respect to dollar value or future impact) for the organization.

Most other situations do not require a resolution. You can simply note that the directors requested something or unanimously agreed on something.

Happy Minutes... Oops, I mean Happy Hippity Hop!

 please email me your feedback.


Send me an email at if you have a question about a governance practice or a corporate secretarial procedure.

I will reply to you privately. With your permission, I will share the question and answer (but not your name or organization) in an upcoming newsletter.



Coming Events

The Canadian Board Diversity Council (CBDC) 'Get on Board' Governance Education Program:


Calgary Intermediate Series

Key Responsibilities and Decision Making


Thursday April 11, 2013
1:00pm -5:00pm


Calgary Advanced Series
Key Responsibilities and Decision Making
Friday April 12, 2013 12:15pm-4:15pm

Check out all the details and to register The Canadian BoardDiversity Council (CBDC) 

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Shout 0uts

A big shout out to my favourite retweeters

on how ISS got its recommendations wrong on Agrium.









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