Shareholder pushes for gender diversity at Tim Hortons parent company

A shareholder in Restaurant Brands International Inc., the parent company of Tim Hortons and Burger King, is calling on the firm to commit to adding gender diversity to its leadership.

OceanRock Investments Inc. said that prior to the 2014 merger of Tim Hortons and Burger King to form RBI, Tim Hortons had three women on its 12-person board. After the merger, RBI has zero women on its 10-memberboard of directors.

OceanRock said that in co-operationwith the Shareholder Association for Research and Education (Share) it will present a shareholder proposal at RBI's annual meeting on Thursday in Oakville, Ont., asking the company to adopt a written board diversity policy and report on plans to boost gender diversity on the board and in senior management.

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"Given the current investment and corporate governance climate in Canada, we believe RBI's all-male board is a step backwards for diversity at the company," Fred Pinto, the CEO of OceanRock, said in a statement.

"If Restaurant Brands International is going to change this picture, it needs both a policy and a plan. As long-term shareholders, we believe that RBI will benefit from expanding its recruitment pool and promoting a more diverse board," Pinto said.

Kevin Thomas, the director of shareholder engagement at SHARE, said diversity is "a critical attribute of a well-functioning board and a measure of sound corporate governance."

"The pre-merger record of Burger King on diversity suggests that without a clear plan and some real commitments, we won't see change happening any time soon," Thomas said. "That's why we need this vote."

In an Aprilnotice to shareholders of its annual meeting, RBI's board gave no recommendation on OceanRock's proposal.

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In response to the call for more diversity, RBI said it has since changed its board governance guidelines "to enhance our new director nomination process in a manner we believe both supports board diversity and is responsive to the concerns outlined in the shareholder proposal."

With the change, RBI said its nominating and corporate governance committee will be now be required "to consider diverse candidates in terms of race, gender, geography, thought, viewpoints, backgrounds, skills, experience, and expertise."

"While our board has determined not to make a recommendation either in favour of or opposed to the shareholder proposal, we believe that our current practices and recent enhancements to our new director candidate selection process support board diversity," the company said.

RBI also pointed out that it currentlyhas two womenin senior management its controller and its general counsel.

OceanRock Investments Inc. is a wholly owned subsidiary of Qtrade Financial Group, which is a member of Desjardins Group.