The Stel Salaried Pensioners Organization wishes to thank The Hamilton Spectator for permission to post the following article by Reporter Steve Arnold published in the April 8, 2005 edition

 

Apr. 8, 2005. 01:07 AM

Pair stays on Stelco board -- for now

By Steve Arnold
The Hamilton Spectator

Stelco's boardroom doors will remain open to a pair of controversial directors -- at least for now.

Roland Keiper and Michael Woollcombe, whose appointment to the board raised howls of protest from workers and retirees, will remain on the board pending the decision of a hearing yesterday that tried to remove them.

Ontario Court of Appeal Justice Kathryn Feldman reserved her decision on an effort by salaried retirees to have the men removed from the board until the Supreme Court of Canada rules on an application for leave to appeal their appointments.

Keiper and Woollcombe were named to the board in February as representatives of Stelco's shareholders. The appointments were instantly opposed by the retirees as unfair to all the other groups which depend on Stelco. The retirees argued the men were interested only in boosting the value of their shares, not in restructuring Stelco for a solid future.

Superior Court Justice James Farley, overseeing the company's restructuring under bankruptcy protection, ordered them removed, but his decision was overturned by the Court of Appeal.

The case is being watched closely because it could finally set guidelines on how much say a judge can have in a company's operations while it is undergoing court-supervised restructuring.

In trying to convince Feldman to keep them men off the board until the Supreme Court decides whether to hear the appeal, lawyer Murray Gold said allowing Keiper and Woollcombe to remain on the board endangers efforts to refinance Stelco.

"What we are concerned about here is the restructuring of a corporation on which tens of thousands of people depend," he said. "In that context, the desire of two men to be on a board of directors is not critical."

Lawyer Richard Swan, acting for Keiper and Woollcombe, argued there's little chance the top court will decide on the retirees' appeal before Stelco completes its planned refinancing and leaves bankruptcy protection at the end of May.

"The Stelco board is meeting and making important decisions about the company's restructuring in the next few days and weeks," he said. "Even a limited stay would be highly disruptive to the process, and could even be a moot point by the time this gets to the Supreme Court of Canada for a decision."

After the hearing, retirees' spokesman John Hanson said the group was pushing its arguments because it fears giving shareholders a direct voice in restructuring the company could result in an unstable firm.

Stelco will release its 2004 financial results Monday.

sarnold@thespec.com

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