Torstar Corporation

Torstar Corporation

February 26, 2009 06:30 ET

Torstar Announces Board and Management Changes

TORONTO, ONTARIO--(Marketwire - Feb. 26, 2009) - Torstar Corporation (TSX:TS.B)
announces today the following Board and management changes that will take effect in connection with Torstar's Annual Meeting on May 6, 2009:

- Hon. Frank Iacobucci, who has served as Chair of the Board of Torstar since 2005, has decided not to stand for re-election to the Board.

- John A. Honderich, a Torstar Director for 11 years, Chair of the Voting Trust and former Publisher of the Toronto Star, will become Chair of the Board.

- J. Robert S. Prichard, who has served as President and Chief Executive Officer of Torstar for seven years, has decided to step down at the Annual Meeting.

- David Holland, the current Executive Vice President and Chief Financial Officer who has served the company for more than 20 years working in newspapers, book publishing and Torstar Corporate, will become Interim President and Chief Executive Officer at the Annual Meeting until a permanent replacement is appointed.

- Joan Dea, business strategist and past Executive Vice-President, Strategy at BMO Financial, and Alnasir Samji, retired Principal of Towers Perrin, and President of Alderidge Consulting, have been elected to the Board effective March 1, 2009. As a partner with the Boston Consulting Group, Ms. Dea served major North American clients in consumer goods, e-commerce, media and financial institutions before joining BMO to head its strategy function. Mr. Samji has extensive experience in pension administration and is the incoming Chair of the United Way of Toronto. They replace outgoing directors Ron Osborne and Sabi Marwah who decided not to stand for re-election to the Board.

- Paul Weiss, corporate director and retired senior partner of KPMG, and Phyllis Yaffe, retired President and CEO of Alliance Atlantis, will stand for election to the Board of Directors at the Annual General Meeting on May 6, 2009. Mr. Weiss has a long and distinguished career in public accounting, having led the audits of numerous major Canadian companies. It is anticipated Mr. Weiss will chair Torstar's Audit Committee, succeeding Spencer Lanthier in that role. Ms. Yaffe has broad experience in the communications industry including book publishing, specialty television and broadcasting. They will replace outgoing directors Jack Fuller and Spencer Lanthier who decided not to stand for re-election to the Board.

- The Torstar Board will also institute the position of lead director following the Annual Meeting.

Biographies of the new directors, Mr. Honderich and Mr. Holland are attached.

"I wish Torstar well as we make this transition in leadership," said Hon. Frank Iacobucci. "Torstar's newspapers are of crucial importance to our community and country and a strong and vital Torstar is critical to their success. We have strong businesses with fine leaders who will prevail despite the current economic challenges. I want to thank the directors who are stepping down for their many contributions to the Board's work and welcome our new directors who will bring new experiences and valued perspectives to the Board's work. I also want to thank Rob Prichard for his tireless work to advance our businesses and serve all of our shareholders in the face of profound change in the newspaper industry across North America. He has served us well."

"I extend thanks to the departing directors and management for their service and dedication to Torstar," Mr. Honderich said. "This is a time of significant renewal for Torstar as we view the current economic challenges as an opportunity to prepare for the future and build the next generation of our publishing enterprises. With such economic uncertainty, it is also a moment in time when David Holland's business acumen and depth of financial expertise as the interim leader is especially appropriate and welcome."

"The enduring strength and fundamental quality of Torstar assets, combined with the strategic succession of the Board and management, will allow us to emerge from this recession poised to fully participate in the economic recovery," Mr. Honderich said.

Mr. Prichard said, "It has been a privilege to lead Torstar surrounded by talented and committed colleagues who are national leaders in newspapers, digital media and book publishing. I feel very fortunate to have spent the last eight years working with them. Late last summer I asked the Board to plan for a transition in leadership. The Annual Meeting is the right time to make the change. With terrific leaders now in place at each of our operating businesses, this is a good time to move on. I am very pleased the leadership of Torstar will be in David Holland's steady hands and I look forward to working closely with him to ensure a smooth and seamless transition."

"It is a privilege to follow Rob and be entrusted by the Board with this responsibility while we confront the challenges of the current environment" said David Holland. "I am confident we will turn this challenge into an opportunity to pursue constructive change and growth. The strength of our leading franchises, the quality of the leadership of our businesses and the pride, determination and commitment of employees throughout the organization will be the reasons we will not only weather this period but will emerge from it renewed and stronger."


Torstar Corporation is a broadly based media company listed on the Toronto Stock Exchange (TS.B). Its businesses include the Star Media Group led by the Toronto Star, Canada's largest daily newspaper and digital properties including,,, Workopolis, Olive Media, and eyeReturn; Metroland Media Group, publishers of community and daily newspapers in Ontario; and Harlequin Enterprises, a leading global publisher of books for women.

Certain statements in this press release and in the Company's oral and written public communications may constitute forward-looking statements that reflect management's expectations regarding the Company's future growth, results of operations, performance and business prospects and opportunities as of the date of this report. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "anticipate", "believe", "plan", "forecast", "expect", "intend", "would", "could", "if", "may", "will", and similar expressions. All such statements are made pursuant to the "safe harbour" provisions of applicable Canadian securities legislation. These statements reflect current expectations of management regarding future events and operating performance, and speak only as of the date of this report. The Company does not intend, and disclaims any obligation to, update any forward-looking statements, whether written or oral, or whether as a result of new information or otherwise, except as may be required by law.

By their very nature, forward-looking statements require management to make assumptions and are subject to inherent risks and uncertainties. There is a significant risk that predictions, forecasts, conclusions or projections will not prove to be accurate, that management's assumptions may not be accurate and that actual results, performance or achievements may differ significantly from such predictions, forecasts, conclusions or projections expressed or implied by such forward-looking statements. We caution readers to not place undue reliance on the forward-looking statements in this press release as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, outlooks, expectations, goals, estimates or intentions expressed in the forward-looking statements. In addition, forward-looking statements are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes.

These factors include, but are not limited to: general economic conditions in the principal markets in which the Company operates, the Company's ability to operate in highly competitive industries, the Company's ability to compete with other forms of media, the Company's ability to attract advertisers, cyclical and seasonal variations in the Company's revenues, labour disruptions, newsprint costs, foreign exchange fluctuations, investments, restrictions imposed by existing credit facilities and availability of capital, pension fund obligations, reliance on its printing operations, reliance on technology and information systems, interest rates, availability of insurance, litigation, environmental regulations, dependence on key personnel, control of Torstar by the Voting Trust, loss of reputation, intellectual property rights and uncertainties associated with critical accounting estimates.

We caution that the foregoing list is not exhaustive of all possible factors, as other factors could adversely affect our results. For more information, please see the discussion of risks affecting Torstar and its businesses in Torstar's 2008 Management's Discussion & Analysis which is available at and on Torstar's corporate website

In addition, a number of assumptions, including those assumptions specifically identified throughout this press release, were applied in making the forward-looking statements set forth in this press release. Some of the key assumptions include, without limitation, assumptions regarding the performance of the North American economy; tax laws in the countries in which we operate; continued availability of printing operations; continued availability of financing on appropriate terms; exchange rates; market competition; and successful development of new products. There is a risk that some or all of these assumptions may prove to be incorrect.

Torstar's news releases are available on the Internet at

David Holland:

David Holland has been the Executive Vice President & Chief Financial Officer of Torstar since 2005. Mr. Holland has worked within the Torstar group of companies in various financial capacities since 1986, when he joined as Manager of Taxation in the corporate office. He became Director of Taxation in 1987, and Director of Finance in 1990. He was the Vice President of Finance at the Toronto Star from 1996 to 2000, the Vice President and Chief Financial Officer of Torstar Media Group from 2000 to 2001, and the Senior Vice President and Chief Financial Officer of Harlequin Enterprises from 2001 to 2005. Mr. Holland received a Bachelor of Commerce from Queen's University in 1980. He obtained his Chartered Accountant designation in 1982.

John Honderich:

John Honderich is Chair of the Torstar Voting Trust. He has served as Special Advisor to the Premier of Ontario on the future of Greater Toronto Area and Creative Cities and also on the Attorney General's panel on Justice and the Media. Mr. Honderich also served as the Toronto Mayor's Special Ambassador on Urban Issues from May 2004 to February 2006. He served as Publisher of the Toronto Star from 1994 until May 2004. Prior to his appointment as Publisher, Mr. Honderich was Editor of the Toronto Star from 1988-1994. Mr. Honderich began his newspaper career with the Ottawa Citizen (1973-76). He joined the Toronto Star in 1976 as a reporter and eventually became chief of the Toronto Star's Ottawa Bureau and later chief of the Washington Bureau. After serving as Deputy City Editor, he was appointed Business Editor of the Toronto Star in May 1984. In 1986 he moved to London, England, where he took several post graduate courses in economics and international trade at the London School of Economics. At the same time, he wrote Arctic Imperative, published in the fall of 1987 by the University of Toronto Press, in which he outlined the serious dangers threatening Canada's North. Mr. Honderich graduated from the University of Toronto with a B.A. in Political Science and Economics (1968) and an LL.B. (1971). Mr. Honderich was appointed a Member of the Order of Canada in 2004 and a Member of the Order of Ontario in 2006. He has received honorary degrees from Victoria University and Ryerson University.

Joan Dea:

Joan Dea is an expert in strategy and organizational change and a seasoned business leader. Her professional experience includes over 20 years of successful operating and general management experience in financial services and management consulting. Until August 2008, Ms. Dea served as Executive Vice President, Head of Strategic Management and Corporate Marketing for BMO Financial Group, a diversified financial services provider. Prior to joining BMO Financial Group in 2003, Ms. Dea worked with the Boston Consulting Group. She became a partner and director of BCG in 1994 and subsequently founded and led the Canadian Financial Services Practice. From 1986 to 1988 she worked in Corporate Finance with Chemical Bank in New York and Toronto. Ms. Dea is a Director of Cineplex Galaxy, past director of Softquad Software, Vice Chair and Director of the National Ballet of Canada, Steering Committee member of the Toronto City Summit Alliance, a founding patron of Luminato, Toronto's Festival of Arts and Creativity and an active patron of the arts, healthcare and education. In 2007, Ms. Dea was named one of the Top 100 most Powerful Women in Canada. Ms. Dea holds a Bachelor of Arts degree from Yale University and a Master of Science degree (with Distinction) from London School of Economics.

Alnasir Samji:

Mr. Samji is a business and community leader. He was most recently a Principal of Towers Perrin and currently manages his own consulting practice, Alderidge Consulting Inc. He has served in numerous voluntary positions, including as President of the Aga Khan Council for Ontario. He is in-coming Chair of the United Way of Greater Toronto and currently serves as the organization's Vice Chair and Treasurer. Mr. Samji is a Fellow of the Society of Actuaries and the Canadian Institute of Actuaries, with more than 30 years of experience in pension consulting. He holds a B.Sc. Mathematics, Computing Science, Operations Research and Statistics from Thames Polytechnic in the U.K.

Paul Weiss:

Mr. Weiss worked with the consulting firm of KPMG from 1986 until his retirement in 2008. He was the Managing Partner of KPMG's Canadian Audit Practice, a member of the Canadian firm's management Committee, and a member of the International Global Audit Steering Group. He has been an Instructor at the ICD/Rotman Directors Education Program on the Role and Responsibilities of Audit Committees since the inception of the program. He is currently a director of Empire Life Insurance Company, E-L Financial Services Limited, Director and Past Chair of Toronto Rehab Foundation, Director of Toronto Rehab Institute, Director and Chair of Soulpepper Theatre Company, Director and President, GBSP Joint Venture (Young Centre for Performing Arts) and a Member of the Advisory Board for Project Niagara. He graduated from Carleton University in 1968.

Phyllis Yaffe:

Ms. Yaffe was the CEO of Alliance Atlantis Communications from 2005 until 2007. She joined the company in 1993, and was the Chief Operating Officer from 2004 to 2005, and the Chief Executive Officer of the Alliance Atlantis Broadcast Group from 2001 to 2004. She is the past Chairperson of the Foundation to Underwrite New Drama for Pay Television, was Vice President, Marketing of the Young Naturalists Foundation from 1985-1993, Executive Director of the Association of Canadian Publishers from 1980 to 1985, Executive Director of the Children's Book Centre from 1977 to 1980, Reference Librarian at Seneca College of Applied Arts and Technology from 1973-1976 and Branch Librarian of the Winnipeg Public Library from 1972-1973. She currently sits on the World Wildlife Fund Board. She is Chairperson of Women Against Multiple Sclerosis, Vice-Chair of the Ryerson University Board of Governors and Vice-Chair of the Finance Committee of Ryerson University. She is also a Director of Cineplex Galaxy. She holds a Master of Library Science from the University of Toronto, a Bachelor of Library Science from the University of Alberta and a Bachelor of Arts from the University of Manitoba.

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