VC & Co. Advisory Limited, the firm advising more than 100 of Economical Mutual Insurance Company’s mutual policyholders as they seek to replace the current Board of Directors, has launched an order with the Ontario Court of Appeal that would allow policyholders to vote anonymously at the insurer’s Annual and Special Meeting on May 26, 2011.
In March, VC & Co. and Economical were in court to clarify rules and procedures for the meeting. Ontario Superior Court Justice John Cavarzan ruled that Economical’s mutual policyholders could vote to replace the Board, but ruled against allowing a secret ballot.
“The action was taken after mutual policyholders of Economical, some of whom are also its employees, voiced concern to VC & Co. in recent days that they felt unfairly pressured and coerced by the current board’s proxy solicitation tactics, including the campaign of harassment that has been unleashed on mutual policyholders by the current board’s proxy solicitation agent,” a statement from VC & Co. said.
VC & Co. contacted Economical on April 14, asking the insurer to ensure that the voting process at the May meeting “provides a means by which all employees, brokers and others who have a relationship with Economical are able to vote their mutual policies without fear of retribution or personal consequences regardless of the outcome of the Meeting.”
“As a matter of fairness to all your mutual policyholders (and, in particular your employees), we believe it is fundamentally important that they know now that they can vote in person anonymously by written ballot at the Meeting without their voting decisions being known to either Economical or us, regardless of the outcome of the Meeting,” the letter said.
Gerald Hooper, Chair of the Board of Directors of Economical, is rejecting the proposal, saying mutual policyholders are free to vote however they’d like.
“We fully respect the views of all our mutual policyholders and encourage them to vote as they see fit,” Hooper said in a statement.
“It is ludicrous and offensive to suggest there could be retribution by our Board or management against anyone who votes their conscience. It is contrary to everything we stand for and to our commitment to an open and fair process leading to demutualization. The only consequences of voting in favour of VC & Co. can be found in our proxy circular under ‘Reasons to Reject the Dissident Proposal’.”