Hollinger directors face fees inquiry

Lord Conrad Black and other former senior executives at Hollinger are facing further questioning by a special committee about…

Lord Conrad Black and other former senior executives at Hollinger are facing further questioning by a special committee about $53 million (€44.6 million) in non-compete fees that the executives were paid by CanWest, a Canadian broadcaster.

The special committee, which was created at the behest of an activist shareholder, is investigating whether Lord Black and other directors accurately portrayed the nature of the non-compete fees to Hollinger's board.

The fees were paid to Lord Black and other executives at Ravelston, his private company, by CanWest following the Canadian broadcaster's $1.8 billion purchase of newspapers from Hollinger in 2000.

Activist shareholders, including Tweedy Browne, insist the fees belong to Hollinger, which owned the assets that were purchased by CanWest.

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Lord Black, however, has said the payments were legitimate, and reflected a desire by then CanWest chairman Mr Izzy Asper to protect the company from competition by Lord Black and Mr David Radler, former chief operating officer.

But CanWest has recently said that it sought competitive protection from both individual executives and Hollinger itself, and that it did not determine how the fees, none of which went to Hollinger, were divided.

A person with knowledge of the matter said that, while there appeared to be some justification for a fee to be paid to the individuals, the amount paid could, in retrospect, be deemed excessive.

The issue could lead to more difficulties for Lord Black, who may be forced to pay back part of the fees to the company. It could also expose Hollinger's board to scrutiny and legal action by investors, some of whom allege that current and former directors were too complacent in their approval of nearly $300 million in compensation and non-compete fees to Lord Black and others since 1995.

One person close to the matter said investigators were expected to look at how thoroughly board members, including former Illinois governor Mr James Thompson, questioned the payments.

An independent inquiry into the group has already determined that the board did not approve of $32.2 million in non-compete fees that were paid to Lord Black and Hollinger Inc, the group's Toronto-listed holding company.

Lord Black and others have vowed to pay the company back.