One of Canada's biggest institutional investors is expected to vote against Conrad Black's continuing to sit on the board of CanWest Global Communications Corp.

Bob Bertram, senior vice-president of investments at the Ontario Teachers Pension Plan Board, said Wednesday that he does not think Lord Black should continue to serve on the CanWest board because of the controversy swirling around his Hollinger group of companies.

“I can't understand, given the perception of what's going on at Hollinger, why anybody would want Conrad Black as a director,” he said. “If even part of the insider dealing that was [alleged to be] going on took place, he is not acting in shareholder interest. So why would you want him as a director?"

Lord Black and colleague David Radler are included in the slate of directors to be nominated at CanWest's board meeting on Jan. 29. Both served on the CanWest board since November, 2000, after CanWest bought most of the Canadian newspaper assets of Hollinger Inc.

Teachers owned about 1.4 million of the 98.3 million outstanding subordinate voting shares of CanWest as of Dec. 31, 2002. While the pension fund would not be able to veto any directors if the Asper family, which controls CanWest, supports the board nominations, Teachers' contrary vote could be embarrassing for the company.

Mr. Bertram said the final decision has not yet been made by the Teachers' board on whether to vote against Lord Black, but added: “I can't imagine us supporting Conrad Black as a director of a Canadian-listed company.”

Lord Black has decided not to remain on the board of Canadian Imperial Bank of Commerce, where he has been a director for 26 years.

Jim Badenhausen, a spokesman for Lord Black, insisted he decided last year he would not rejoin the CIBC board in 2004, and that his departure from has nothing to do with the recent turmoil at Hollinger.

Lord Black also sits on the board of Brascan Corp. and Sotheby's Holdings Inc. Mr. Badenhausen said that the media baron plans to stand for re-election to both.

At CanWest, vice-president of corporate affairs Geoffrey Elliot said Lord Black is a valuable presence on the board because he “is a creature of the newspaper industry.” Lord Black also has “an extensive knowledge of the particular assets that we acquired from Hollinger” and can help advise the company on strategic decisions in the newspaper business.

CanWest still pays Lord Black's private holding company Ravelston Corp. $6-million a year in management fees, and Hollinger Inc. still holds some CanWest debt.

But CanWest is also suing Hollinger Inc. and operating arm Hollinger International Inc. for $25.7-million, alleging that they didn't keep up with promised payments to cover part of the huge losses experienced at CanWest's National Post newspaper.

Mr. Badenhausen Wednesday disputed reports that Hollinger International paid $12-million (U.S.) — $4-million more than previously disclosed — for various collectibles and documents that once belonged to former U.S. president Franklin Delano Roosevelt, the subject of a recent biography by Lord Black.

“Conrad believes that the facts will show that the company paid $8-million for the papers,” he said.

Other sources, however, said that about $4-million in purchases of FDR documents were made several years before the $8-million purchase that was reported by Hollinger International in a 2002 year-end corporate filing.

Lord Black and a special committee of Hollinger International directors are in last-minute talks to resolve a number of issues, including his continuing relationship with the company and his repayment of $7.2-million in “non-compete” fees the company claims he collected without proper authorization.

Lord Black was recently granted a two-week extension, which ends Sunday, to repay the first instalment of $850,000. The two sides have also set Sunday as a deadline to reach an agreement on a “standstill” agreement, which would prevent Lord Black from seeking out buyers for his controlling stake in the company.

The special committee would like Lord Black to resign as chairman of The Telegraph Group Ltd., a subsidiary that publishes the London Daily Telegraph. In return, sources said the company may help Lord Black with the repayments, or use money owed to him to offset the balance outstanding.

It is unclear what will happen if the sides cannot reach a compromise by Sunday, although a legal battle is one possibility, according to people familiar with the matter.

Lord Black, meanwhile, is also facing governance issues within Hollinger Inc.

Numerous directors, including the entire audit committee, have resigned from the company in the past few months. As a result, Hollinger Inc. has no independent board members, placing it in direct contravention of the Canada Business Corporations Act.

But the company could continue offside for years, theoretically, because the act is not strictly enforced.

Cheryl Ringor, director of compliance and policy at Corporations Canada, described the act as “self-enforcing,” in the sense it allows investors to resolve the matter in court. However, she admitted that Corporations Canada rarely takes the initiative and launches a court proceeding itself unless it receives written complaints.

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