An Ontario Superior Court judge has ordered three directors of Hollinger Inc., including Conrad Black's wife and the company's chief operating officer, removed from the Board of Directors immediately.

Mr. Justice Colin Campbell ruled Thursday that Barbara Amiel-Black, COO David Radler and Jack Boultbee must step down, leaving the board with six members. He said there was no need at this time to appoint any additional directors.

Hollinger announced the judge's decision in a news release.

Conrad Black (CP file photo)
Conrad Black (CP file photo)

Conrad Black resigned as chairman and chief executive of Hollinger Inc. on Nov. 2 to clear the way for the buyout of minority shareholders by Ravelston Corp., a private company he controls.

One of Hollinger's shareholders, Catalyst Fund General Partner I Inc., had sought an order to remove all of the company's directors, except for Robert Metcalfe and Allan Wakefield, and to appoint replacements.

Much of the case for removing the directors centred on a $1.1 million loan Hollinger made to Ravelston Corp. without the approval of independent directors. The loan has since been repaid.

Campbell's main reason for ordering the removal of Amiel-Black, Radler and Boultbee was because they are also directors of Ravelston, which controls about 78 per cent of Hollinger's voting shares.

He said the three were not directly at fault for the loan being made without the approval of the full board, but they were in a conflict of interest.

"In my view, it should have been obvious to the Ravelston directors against whom allegations are made that their continued presence is much more than an appearance of conflict," Campbell wrote in his decision.

"The fact that this has not been recognized by the Ravelston directors supports the argument that they are motivated by putting their interests first, not those of the company," he said.

Campbell ruled that independent directors Paul Carroll and Donald Vale could remain on the board, but had to sever their ties with Argus Corp., another of Black's holding companies.

In addition to Metcalfe and Wakefield, the judge's ruling also leaves in place as directors Gordon W. Walker and Peter G. White.