Justice Committee on March 6th, 2019

[Michael Wernick]

That is not my recollection of what I said. If I could explain, if you're interested in the answer, the company was operating under disclosure obligations at all times as a publicly traded company. In mid-September, the company was approaching a requirement to divulge to markets what was going on, because it was 90 days after the DPP legislation had been passed. So an announcement by the company was imminent and an announcement by the company was imminent at regular intervals through the fall and the winter because of its obligations to markets.

[Pierre Poilievre]

When did that announcement come?

[Michael Wernick]

The record of what the company said and when is on the public record. I'm not aware of that.

[Pierre Poilievre]

Also, at a December 2018 meeting, Ms. Wilson-Raybould said, “He spoke about the company's board and the possibility of them selling out to someone else, moving their headquarters and job losses.” Did you say that?

[Michael Wernick]

The options open to the company were a matter of public record in the business press.

[Pierre Poilievre]

Yes, but—

[Michael Wernick]

If I could finish sir—

[Pierre Poilievre]

It's just that here's the problem. The public record was clear that they were not moving their headquarters. That was on the public record. Anybody who could use Google could find shareholder disclosure showing that the company had to stay in Montreal for at least another six years. When you said on December 19 that the company was moving its headquarters if it didn't get a DPA, that was two days after The Toronto Star reported that the CEO said the company is “committed to remaining headquartered in Montreal”.

How is it possible that you didn't know that two days earlier the company had publicly stated its plans to stay in Montreal when you told the Attorney General the opposite?

[Michael Wernick]

You will know, sir, that it is possible for a company to retain a shell headquarters in a city and move the guts of its operations somewhere else.

[Pierre Poilievre]

That's not what you said. You said that the headquarters would move.

[Michael Wernick]

That is not my recollection of what I said. I never said at any point in any conversation that this is what the company would do, because I would have no knowledge of that. I would know that there was potential risk of a number of outcomes from the company. I had communications with the company on September 18 in the afternoon, and I've just provided the committee with the notes that were taken of that meeting. I took a call from the chair of the board around 11 o'clock in the morning on October 18. Those were my sole communications with the company.

[Pierre Poilievre]

But with respect, your suggestion that the headquarters would become a shell is also impossible, because the loan agreement with the Caisse requires that the CEO, all the senior executive, all the decision-makers, and a large number of the board members would have to stay in Montreal. It was also public knowledge the company had just signed a 20-year lease in Montreal and had announced massive and costly renovations to continue to house its HQ in Montreal. The CEO had said publicly that he was staying in Montreal.

Knowing all of that public information, why did you say precisely the opposite to the Attorney General?

[Michael Wernick]

That is not my recollection of what I said, and—

[Pierre Poilievre]

Did you say anything about moving the HQ?

[Michael Wernick]

The Caisse, if I can—that is—

[Pierre Poilievre]

Did you say anything to the Attorney General about moving the HQ—yes or no?

[Michael Wernick]

If I could—

Mr. Chair, I would ask you for the ability to answer questions.

[The Chair, Liberal, Anthony Housefather]

Please let the witness answer the question in this case.

[Pierre Poilievre]

I would welcome that.

[The Chair, Liberal, Anthony Housefather]

Go ahead, Mr. Wernick.

[Michael Wernick]

Fact number one about the entire file is that the case is going to trial and there is a prosecution under way. One possible outcome of that is a conviction, which would bar the company from public infrastructure contracts across the country and possibly in international markets, so the company was and is at risk.

[Pierre Poilievre]

Yes, but once again my question is very simple. Did you or the Prime Minister ever tell the Attorney General that the headquarters would move if she did not sign a deferred prosecution agreement?

[Michael Wernick]

No.

[Pierre Poilievre]

You did not.

[Michael Wernick]

No, I did not.