March 15, 2013
British Columbia Investment Management Corporation (bcIMC) will exercise our shareholder rights in voting for the Agrium Inc. board nominees at the contested annual general meeting on April 9, 2013. (TSX: AGU; NYSE: AGU)
After several meetings with Agrium’s management and directors, as well as representatives of JANA Partners and their prospective board nominees, bcIMC has independently concluded that Agrium’s current Board provides effective oversight. We also believe that the election of JANA’s five nominees will be disproportionate to JANA’s seven per cent ownership position.
“bcIMC takes our stewardship responsibilities very seriously, and after careful consideration of both sides, we have determined that JANA’s plan is not in the interests of long-term shareholders such as ourselves,” said Doug Pearce, Chief Investment Officer / Chief Executive Officer, bcIMC. “In light of the addition of two new directors with agricultural backgrounds, we are comfortable with the current structure of the Board.”
Our analysis shows that there is significant value in Agrium’s integrated business model which bodes well for the company’s long-term prospects. Agrium has performed very well in relation to its peers and the overall market, and the company has a strong commitment to employee safety and the environment, making it a solid long-term investment. It has a highly independent Board and its latest proxy circular illustrates improvements in the area of executive compensation.
bcIMC constructively engages companies, on behalf of our clients, to address environmental, social and governance risk and in so doing, grow the long-term value of the companies. As Agrium continues to be responsive in these areas, we see no need for a change of the board of directors.
bcIMC is an independent investment management corporation that manages a globally diversified investment portfolio of $98.7 billion (gross assets) as at December 31, 2012. As a responsible investor, bcIMC incorporates environmental, social and governance considerations into our investment processes to protect and grow the long-term financial value of our clients’ funds. Based in Victoria, British Columbia and supported by industry-leading expertise, bcIMC invests in all major asset classes including infrastructure and other strategic investments. bcIMC’s clients include public sector pension plans, public trusts, and insurance funds.
With public equity holdings of $43.5 billion as at December 31, 2012, bcIMC is one of Canada’s largest institutional investors in the public equity markets.