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File photo of the offices of Quebecor in Montreal.Christinne Muschi/The Globe and Mail

Quebecor Inc. says it will keep businessman Michel Lavigne as a company director despite the fact 72 per cent of shareholders withheld their support for him in Thursday's board election, marking a rare circumstance in Canada where an unsuccessful director will remain on a board of a company with a majority voting policy.

Quebecor introduced a majority voting policy for the first time this year, requiring directors to tender their resignations if they do not receive a majority of support from shareholders in board elections.

However, Quebecor chairman Brian Mulroney said Thursday that the board decided to reject Mr. Lavigne's tendered resignation this year under the voting policy rules because the loss of a director of "the high quality and integrity of Mr. Lavigne would be deplorable."

Mr. Lavigne also failed to receive a majority of votes in last year's board election, but he stayed on the board.

Mr. Mulroney suggested Mr. Lavigne's low voting support this year was related to Quebecor's unpopular decision last year to pay $7.8-million in severance to former chief executive officer Robert Dépatie, who resigned in April, 2014, after less than a year as CEO. Mr. Lavigne heads Quebecor's compensation committee, which makes decisions about executive pay.

The pay issue "rests on the past," Mr. Mulroney said, and concerns about Mr. Dépatie's compensation are "no longer an issue." He said the entire board also decided unanimously on the severance compensation.

"This is why it seems totally inappropriate and unjust to me and to the board of directors that Mr. Lavigne should alone face an abstention vote when this was a unanimous decision of the board of directors and has no possible link to the 2015 meeting," Mr. Mulroney told shareholders at Quebecor's annual meeting.

Investor advocates, however, did not agree that concerns about Mr. Lavigne and Quebecor's compensation decisions are in the past.

British Columbia Investment Management Corp., which invests $114-billion in pension assets for public sector pension plans in B.C., said it voted its shares against Mr. Lavigne this year because last year's vote result was not addressed.

"This nominee failed to receive majority support last year so we are concerned with the lack of responsiveness to shareholders," BCIMC said in a voting statement.

The Canada Pension Plan Investment Board, which is Canada's largest pension fund manager, also voted against Mr. Lavigne.

Proxy advisory firm Institutional Shareholder Services Inc., which advises institutional shareholders on how to vote their shares, recommended against electing Mr. Lavigne this year because he only received 38 per cent support last year.

"Although the cash payment of $7.8-million to the former CEO is past, the members of the compensation committee ... were and are responsible for the decisions made at the time," ISS said in its voting report. "The board has not adequately responded to the less-than-majority vote support received for Lavigne's re-election to the board."

Proxy firm Glass Lewis & Co. also recommended against supporting Mr. Lavigne in part because of the company's continuing refusal to adopt a say-on-pay advisory vote on compensation despite strong support from minority shareholders.

"In our view, directors sit on a board to represent the interests of shareholders, and the governance committee should heed the voice of shareholders and act to remove directors not supported by shareholders or correct the issues that raised shareholder concern," Glass Lewis said. "We do not believe that has been done here."

While Quebecor is majority controlled by Pierre Karl Péladeau, the company has two directors who are elected only by its minority Class B shareholders to represent their interests on the board.

Mr. Lavigne, who is one of the Class B directors, received just 28 per cent support from Class B shareholders, while 72 per cent withheld their votes for him. Director Normand Provost, who is the other Class B director, received 98-per-cent support.

New Toronto Stock Exchange rules introduced last year require listed companies to adopt a majority voting policy because it is otherwise difficult for shareholders to reject an unpopular director. Under Canadian law, shareholders are only allowed to vote "for" a director or to withhold their votes, which means they are not counted in the voting result, but they cannot vote "no" to reject a director.

Majority voting policies require directors with a majority of "withhold" votes to tender their resignations, creating an indirect form of "no" vote. While boards can reject the resignations, it is rare to do so.