From the Ground Up - McCain Foods Limited

In 2000, Food in Canada
magazine saluted McCain
Foods as Processor of the
Century. The cover features
Howard Mann, then president
and CEO of McCain Foods
Limited, and Arnold Park,
president and CEO of McCain
Foods Canada, with Harrison
McCain and a selection of the
company’s top-selling potato
products.
Harrison, who had suffered a heart attack in 1992, was ready to
take a step back from day-to-day operations. The Opco board undertook
a search for a new CEO for McCain Foods. After looking
for more than a year, the board selected Howard Mann, a British
food executive, who took over in 1995. Harrison remained chairman.
In 1999, Allison became deputy chairman, taking over as
chairman in 2002 when Harrison took the honorary position of
founding chairman.
Before Wallace left active management of the company, the dispute,
remarkably, did not unduly affect the management of McCain
Foods, which continued to prosper. “We would have management
meetings once a month, and you would never know there was a
fight on,” recalls Tim Bliss. “They kept the business separate from
the personal fight.”
“Never in a meeting would you know there was anything going
on,” agrees Wayne Hanscom. “They always just talked about the
business issues.”
Could the disagreement between the two brothers have been resolved without escalating
into court battles and a public airing of hard feelings? Some who knew their
older brothers, Andrew and Bob, agree that together they may have been able to
prevent the escalation of the dispute or to settle it sooner. There is no way to know
for certain.
Wallace McCain still had an appetite for business. In 1995, backed by the Toronto-
Dominion Bank and the Ontario Teachers’ Pension Plan, he bought control of
Canada’s largest food processor, Maple Leaf Foods, becoming chairman, while his
sons Michael and Scott took senior executive positions in the same company.
The McCain feud was painful, not just for the family and the managers who
worked with Wallace and Harrison but also for other employees and the residents of
Florenceville, who worried that the company might be broken up or sold, depriving
the village of its source of prosperity.
“When Harrison and Wallace separated, you did not know how to act or what to
say,” explains long-time employee Jim Evans. “It must have been an awful time for
them and their families. It also was for us and for the people in the village. They were
both such great guys; you loved them both.”
The boards, 2007
McCain Foods has two boards of directors:
the family holding company McCain Foods
Group Inc. (Holdco), and the operating company
McCain Foods Limited (Opco).
Holdco represents the McCain family
members who are the owners of the company.
Reflecting the share ownership, it
has two members each from Harrison’s and
Wallace’s families and one each from the
families of the two elder brothers, Andrew
and Bob.
One non-family member also sits on the
Holdco board, which approves the annual
operating and strategic plan, as well as
capital expenditures above $25 million. The
Holdco board also approves the hiring of a
selection of top executives and appoints the
members of the Opco board.
The Opco board oversees the business
operations of McCain Foods.
The structure of the Opco board is somewhat
complicated. Currently it is composed
of ten members: four independent directors
(representing the best of Canadian businesspeople);
four family members, and two
McCain executives, including the CEO. The
CEO reports to Opco rather than to Holdco.
There are five committees of the Opco
board: corporate governance; management
resources; compensation; audit; and environment,
health, and safety.
Previously, McCain had one board. Past
members of that board are Andrew McCain,
Robert McCain, Jed Sutherland, and Roger
Wilson.
Past directors of the Holdco board are
Laura McCain Jensen and Allison McCain.
Past directors of the Opco board are
Arden Haynes, John Clements, David Morton,
Mac McCarthy, Kendall Cork, Howard Mann,
and Basil Hargrove.
The holding company board (Holdco): (left to right) George McClure, Stephen
McCain, Andrew McCain, Scott McCain, Ann McCain Evans, Michael McCain,
Mark McCain.
The operating company board (Opco). Front row: (seated, left to right) Mark
McCain, Wallace McCain, Allison McCain, Andrew McCain, Frank van Schaayk.
Back row: Victor Young, Paul Tellier, Jacques Bougie, Dale Morrison, J.P. Bisnair.
160 f rom the Ground up
the home front 161