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Message: Re: West Face Capital Info
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Feb 15, 2011 10:55AM

* Activist shareholder has been critical of Maple Leaf

* Boland joins board 6 months after West Face bought stake

* Size of board to be reduced at next AGM

* Maple Leaf shares rise 1.8 percent on TSX (Adds comment from investor, background)

By Rod Nickel

WINNIPEG, Manitoba, Feb 3 (Reuters) - Maple Leaf Foods (MFI.TO) appointed the head of investment fund West Face Capital to its board on Thursday, bring in a leading activist shareholder who has been critical of corporate governance at the Canadian food processor.

West Face Chief Executive Gregory Boland joins the board six months after the Toronto-based investment fund took a stake in Maple Leaf and became its second-largest shareholder.

West Face, which owns 11.4 percent of Maple Leaf, had asked for a special meeting of shareholders to vote on five nonbinding resolutions, including moves to shrink the board's size, to ensure most directors are independent, and to allow shareholders to regularly review Maple Leaf's approach to executive compensation.

As part of an agreement with West Face, Maple Leaf said it will reduce the number of directors to be nominated for election at the April 28 annual meeting to 10 or 12 from 14.

West Face got most of what it had wanted, and it is believed the Maple Leaf board made the decision after other shareholders said they supported some of the fund's proposals.

"I like all involved and I am glad they reached a solution," Tim McElvaine, president of Maple Leaf shareholder McElvaine Investment Management Ltd, told Reuters. "I think this is a strong step in the right direction."

West Face has dropped its request for a special meeting, and its resolutions will not be considered at the company's annual meeting, Maple Leaf said.

"Mr. Boland's appointment is part of an ongoing process to make changes in the composition and structure of our board that reflect the recent significant changes in our shareholder base," said James Hankinson, chairman of Maple Leaf's governance committee.

West Face declined to comment on Thursday.

Maple Leaf has been hit hard in recent years by the rising Canadian dollar, a run-up in farm commodity prices, and a deadly listeria contamination of some of its deli meats three years ago. The outbreak was linked to at least 20 deaths.

Maple Leaf CEO Michael McCain drew praise for his straightforward approach to dealing with the listeria crisis, however the company's shares still trade below its pre-outbreak levels, frustrating investors and leading to suggestions that the McCain family might lose its control of the company.

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