Dissident shareholder Bill Ackman has lobbed another salvo at Canadian Pacific Railway's management and board, this time in the proxy circular soliciting votes for his plan to redo the board and management of the company, and there's no let up in his barrage of arguments.
Mr. Ackman's firm, Pershing Square Capital Management, has taken a 14 per cent stake in CP and is agitating to replace a significant chunk of the directors, and to eject current CEO Fred Green and install former Canadian National Railway chief executive officer Hunter Harrison.
There's not much new in Mr. Ackman's accusations of shortcomings at CP, but the sheer weight of them is likely going to be enough to sway many votes, given CP's inability to muster much of a counterargument thus far.
"Board change is essential for CP to realize its potential, but by itself it is not enough," Mr. Ackman wrote in his letter to CP shareholders. "CP needs a new CEO, one who can transform its culture of excuses into a culture of execution, performance and accountability."
Here are the highlights (or lowlights, if you're a long-suffering CP shareholder watching other railroad shares chug on by).
-"Under the direction of the current Board and Mr. Green, CP's total return to shareholders prior to our investment was negative 18 per cent while the other Class I North American railways delivered strong positive total returns to shareholders of 22 per cent to 93 per cent."
-"CP's key indicator of performance – its operating ratio – highlights the Company's industry-worst operating performance. Notably, CP's closest comparable and competitor – Canadian National Railway Company (CNR) – has the best operating ratio (63.5 per cent in 2011 or a full 17.8 percentage points better than CP's), enabling it to generate nearly twice the profit for each dollar of revenue as CP."
-"Over the six years since Mr. Green became CEO, other railroads have substantially improved their performance, but CP's operating ratio deteriorated (i.e., increased) by 3.6 percentage points from the middle of the pack to last place."
-"Over Mr. Green's tenure, CP's pre-tax operating profit has declined 1 per cent despite the inclusion of profits from a substantial acquisition. Excluding the profits from that acquisition, we estimate that pre-tax operating profits have declined 10 per cent or more."
-"Compared to its principal competitor CNR, CP has longer transit times per mile, less reliable transit times, and less reliable railcar availability. As a result, CP has lost market share to CNR over the last six years, including 7.4 percentage points of intermodal market share, despite CP's completing a substantial acquisition during that period."
-"The Board has paid Mr. Green $32-million from 2006-2011, even though total returns to shareholders were negative 18 per cent over the same period (the date before Pershing Square's initial purchases of CP shares), a period during which every other Class I North American railroad delivered solid returns."
-"Even as CP's performance has languished, the Board increased the Cost of Management Ratio (named executive officer compensation as a percentage of net income) from 1.2 per cent of net income in 2006 to 2.5 per cent in 2011. Stated simply, income to shareholders has languished while compensation to executive management has increased."
-"The Board and Mr. Green have presided over a revolving door with five COO changes, and three CFO changes in fewer than six years. This instability has handicapped CP's operations and financial functions."