The Mayor appears to be confused when he says that CityWest management, not the council, decides whether dividends will be paid to the City, as reported in the Northern View’s print edition yesterday.
Under the page 2 header “No recourse for the City” he is quoted as saying: “City West is a separate legal entity with its own board of directors and own management. The City of Prince Rupert can request a dividend, but really it’s up to the management and board of directors whether or not City West uses that money for other things or whether they allow a dividend”.
By the Mayor’s interpretation, when CityWest decides not to pay a dividend the council’s hands are tied and other measures like cut-backs, layoffs and tax increases have to be considered in order to balance the budget.
The Mayor expresses optimism that the City will see dividends in “two or three years”. That seems like a long time to wait considering that Citywest failed to pay dividends in 2010 and 2011 (a dividend was apparently paid last year but the amount has not been reported). Notwithstanding the Mayor’s ‘optimism’ the implication is that the City’s finances are likely to get worse before they get better.
During the public question period at the last council meeting, when these issues were discussed, things got a bit testy. The Mayor admonished acting chair Ashley that if one citizen could not ask questions more to his liking she should “kick him off the mic”. That kind of comment does not encourage public participation, as another citizen later observed < thenorthernview.com/news/205789281.html >.
In answer to concerns about lack of transparency, CityWest CFO Chris Marett is reported as saying that the company provides the City with an audited financial statement and at least one annual presentation to the council.
However, that overlooks that section 11.3 of CityWest’s articles of incorporation requires that the audited statement be presented “at an open meeting of the municipal council”, a requirement that has not been met.
As for the Mayor’s contentions about how dividends are approved, under section 21.2 of CityWest’s articles the company may “from time to time declare and authorize payment of such dividends that, pursuant to section 137 of the Business Corporations Act, the shareholders may determine by an ordinary resolution.”
Section 137 allows powers that would otherwise be exercised by the board to be transferred to other persons, in this case the shareholders, which is the City as represented by its’ elected council.
The Mayor’s assertion that the council can only “request” dividends also does not square with resolutions reported in the council minutes:
“9. RESOLUTIONS FROM CLOSED MEETINGS. Council passed a resolution directing CityWest Cable and Telephone Corporation to declare and authorize payment of a dividend in the amount of $1,000,000 for 2011.” (April 26, 2011 minutes) < princerupert.ca/images/edito … inutes.pdf >.
The words “declare and authorize” also appear in article 21.2. At a later meeting a clarification was made as to when the dividend would be payable:
“9. RESOLUTIONS FROM CLOSED MEETINGS. That Council release to the Regular Meeting on May 24, 2011 that Council as the Shareholder of CityWest Cable & Telephone Corporation declares a $1 million dividend payable by June 10,2011.” (May 24, 2011 minutes, as reported in June 6, 2011 agenda package) < princerupert.ca/images/edito … Agenda.pdf >.
In 2011 CityWest repaid interest-free debt rather than paying a dividend. That suggests that either subsequent decisions were made that the council did not report, or that the CityWest board did not act on the council’s shareholder resolution to declare a dividend. The latter possibility raises questions about the relationship between the council and the board that it appoints.
North Coast Review comments that at a time when the council is making difficult budgetary decisions that will likely result in City employees being laid off, those local workers “might wonder aloud, just how CityWest can deny the City it’s anticipated dividend, while at the same time hiring on staff for their Terrace and Kitimat operations.” < northcoastreview.blogspot.ca/201 … ry-to.html >.
Laying off City workers while CityWest hires managers in Terrace-Kitimat should not sit well with the Mayor and council either. For all of the talk over the years about CityWest providing jobs it would be ironic to say the least if those jobs come at the expense of local City jobs delivering essential services.
There are also, of course, valid concerns about reductions in service levels and increases in property taxes.
Citywest may not have much cash these days as a result of capital expenditures and funding commitments for staff increases elsewhere. However, should that be accepted as just the way things are, as if the Mayor and council cannot do anything about it?
Perhaps the council should consider declaring a dividend, as CityWest’s articles empower them to do and as they have done on previous occasions, but this time ensure that the dividend is paid, even if it is not very much money. When times are tough, anything is better than nothing, and CityWest should pay something.
(CityWest’s articles, as approved by the council, can be found in the October 22, 2009 agenda package, starting at page 28 < princerupert.ca/images/edito … Agenda.pdf >.)