If you were to ask the general public how much of a bonus Canwest Global Communications executives deserve for steering the country’s biggest media company into the ground, the answer would fall somewhere between squat and diddly. But according to their bankruptcy protection filing this month, the correct response is $9.8 million.
The Key Employee Retention Plan (KERP) already approved by Canwest’s creditors, and given an initial thumbs-up by the courts, was the subject of “extensive” negotiations from the very beginning of the company’s efforts to extract itself from under its $4-billion debt load last December. Three directors, four top executives and 13 other senior members of management will receive two hefty cash payments—one at the end of this year, the other early next spring—in exchange for sticking around until the streamlined company emerges from the process. The details of just who is receiving the bonuses and how much have been sealed by the court at the company’s request to protect “sensitive personal and financial information.” But it’s clear at least some of the “retentions” will be decidedly short-term as the agreement calls for the three unnamed directors to resign from the Canwest board once the restructuring period ends. Leonard, David and Gail Asper, the children of the late Canwest founder Izzy Asper, are all currently directors, but are expected to have a much reduced role, and ownership stake, in the new company.
The agreement, under the Company Creditors Arrangement Act (CCAA), will see three hedge funds exchange billions in debt for controlling equity in Canwest’s national Global TV network, six cable channels, and the National Post newspaper. (The 13 specialty channels Canwest acquired when it took over Alliance Atlantis two years ago are not part of the deal.) A separate CCAA filing covering Canwest’s 12 daily and 22 community newspapers and their $1.3-billion debt is expected in the coming weeks. It’s not clear whether executives in that division are also in line to receive bonuses.
But the Canwest 20 are among the few winners in the company’s failure. Stockholders, who have seen share value plummet from more than $20 a few years ago to less than 25 cents (trading was halted Oct. 6), are in line to receive just 2.3 per cent of the new entity. Suppliers whose goods and services are not “essential” to day-to-day operations (pretty much everything outside of TV shows and newsprint) will find themselves at the back of the long line of creditors. Canwest pensioners are losing their company-funded medical and dental coverage—a net savings of $400,000 a year according to the court filing. And some 60 employees across the country who were laid off earlier this fall will no longer be receiving their severance.
“I’m finding it hard to wrap my head around,” says Pat Vanderburg, who has worked for CHBC TV in Kelowna, B.C., for the past 23 years. When he was given three months’ notice in early September, the program coordinator was told he was entitled to just over $95,000 in compensation and vacation pay. On the day of the CCAA filing, a company HR representative told Vanderburg that the new amount will be $0. “I’m still coming to work every day,” says the 45-year-old. “These management bonuses just add insult to injury.” Kirk Mitchell, 55, who is losing his job as a senior VTR editor after more than 33 years at the station, stands to lose more than $50,000 in promised severance. “You shake your head and ask, what the hell are they thinking? They won’t pay me what they owe me, but they’re asking for $9.8 million to pay bonuses to the people who got them into this mess.”
In a company-wide email last week, Leonard Asper wrote that “we sincerely regret the impact” the CCAA filing is having on laid-off employees and pensioners. In an interview, John Douglas, senior vice-president of public affairs for Canwest, said all efforts were made to limit the cutbacks and noted that the company will continue to pay all wages and benefits to its current employees, as well as any outstanding payments due to freelancers. The close to $10 million in retention bonuses are a necessary part of the restructuring process, says Douglas. “We’re doing it for the same reason that every company in this situation has a KERP. It’s straight business logic. It’s required,” he says. “These are people who are essential for driving the restructuring and the operation of the business.”
The union that represents many of the affected workers, the Communications, Energy & Paperworkers, is vowing to take up the battle. CEP vice-president Peter Murdoch calls the management bonuses “immoral” and questions why it is necessary to squeeze out such relatively small savings—$2 million to $3 million—in what is a gargantuan restructuring. The union is also concerned about Canwest’s employee pension plans, which have a reported solvency deficit of $13.3 million, and is calling on Ottawa to step in and protect the rights of current and former employees. “I think the government has been asleep at the switch here,” says Murdoch. “We need someone to back the workers up.”
However, recent history suggests the federal Conservatives, who were considering a bailout of Canwest earlier this year, have little interest in involving themselves in such disputes. When Nortel Networks filed for bankruptcy protection last January, executives and senior managers divvied up more than $30 million in court-approved retention bonuses, despite the protests of 1,000 workers who were denied severance. In a nod to an anti-bonus backlash south of the border, Jim Flaherty, the finance minister, has since warned Canada’s banking sector to change the way it structures executive compensation. But Industry Minister Tony Clement, who oversees CCAA agreements, has not followed suit. In an email to Maclean’s his spokesperson refused to comment on the Canwest bonuses as the matter is before the courts, but pointed to new amendments to the process to increase “transparency and fairness.” Among the changes that came into effect last month, workers are now guaranteed up to $2,000 in back wages and $3,250 in lost severance.