Aecon Group Inc. (ARE) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to the Aecon Group Annual Shareholder Meeting. At this time, the meeting will begin. And it is my pleasure to turn the floor over to your host, John Beck. Sir, the floor is yours.

Good morning, ladies and gentlemen. Welcome to Aecon's 49th Annual General Meeting. [Foreign Language] My name is John Beck, and I'm the Chairman of Aecon Group. I'm joining you today online from my home here in Toronto. This year, to proactively deal with the unprecedented public health impact of COVID-19 and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, this meeting is being held in a virtual-only format. Joining me this morning online are Jean-Louis Servranckx, the President and Chief Executive Officer of Aecon; David Smales, Executive Vice President and Chief Financial Officer; Yonni Fushman, Executive Vice President, Chief Legal Officer and Secretary; and Gordana Terkalas, Senior Vice President, Human Resources. Also attending this morning's meeting virtually are each of our director nominees as well as Daniel D'Archivio and Philip Hagel of PricewaterhouseCoopers, the corporation's auditors. We've ensured that this virtual meeting offers registered shareholders and duly appointed proxy holders the opportunity to participate, submit questions and vote at the meeting. As in past years, we expect that the vast majority of all votes have been cast in advance of the meeting by proxy. That said, registered shareholders and duly appointed proxy holders will be allowed to vote online at the meeting in accordance with the instructions given during the course of this meeting. Holding an online meeting affects how we conduct today's meeting and how voting takes place. The webcast allows you to attend the meeting live, ask questions, hear questions and answers and submit your vote while the meeting is being held, if you have not already done so. [Operator Instructions] Another significant difference is the manner in which voting by shareholders and proxy holders will be handled. Voting during this meeting can only be done through our online voting platform on the webcast. We will also conduct voting for each item of business by a single electronic vote that will open after the last item of business. If you voted in advance of the meeting, then you do not need to do anything, and we thank you. Given the virtual format of the meeting and in order for us to expediently undertake discussion on any matter proposed for a vote, we would encourage registered shareholders and duly appointed proxy holders who have specific comments or questions on a formal item of business to make such written submissions now, clearly identifying the applicable item of formal business. During the course of this meeting, at the appropriate time, such submissions will be addressed prior to voting on the applicable motions. Once the formal business of the meeting has been completed, we will have a question-and-answer session, during which the aforementioned members of management, our Independent Lead Director and our Chair of the Corporate Governance, Nominating and Compensation Committee will be available to answer your questions. If you have any questions not specifically relating to an item of business to be discussed at today's meeting, please feel free to submit those questions at any time, and they will be addressed at the conclusion of the meeting in accordance with our meeting rules and procedures. The meeting rules and procedures are available in the bottom right-hand corner of your screen. Let me briefly explain the format of today's meeting. We will first deal with the administrative items and then continue our meeting with the annual business, which is to receive the financial statements, to elect directors, to hold an advisory vote on Aecon's approach to executive compensation, and to reappoint the auditors. I now call this Annual Meeting of Shareholders to order. I will act as Chair of the meeting, and Yonni Fushman will act as Secretary of the meeting. Unless there's an objection, Leanne Branston and [ Rita Gutierrez Hernandez ] of Broadridge Financial Services will act as Scrutineers for the meeting. I would ask Yonni Fushman to briefly address certain administrative and legal aspects of the meeting.

Mr. Chair, I would like to report the proper notice of this meeting, together with a formal proxy and the management information circular dated May 4, 2020, have been sent to each registered shareholder of record on April 3, 2020, the record date of the meeting, and have also been sent to all other persons entitled thereto. The mailing materials has been certified by Broadridge Financial Solutions. Additional copies of these materials are also available online. Accordingly, unless there is objection, I will dispense with the reading of the notice of meeting. A copy of the notice and proof of service shall be annexed to the minutes of the meeting. I have received proof that the requisite quorum of shareholders is present. As such, this meeting is properly constituted for the transaction of business. Before moving forward with the transaction of the business of meeting and any subsequent discussion of Aecon's future and in light of the regulatory environment that all Canadian public companies currently operate in, as Executive Vice President, Chief Legal Officer and Secretary of the corporation, I would like to remind everyone that certain information discussed here today, whether as part of remarks or in response to questions, may constitute forward-looking information and is, therefore, subject to important risks and uncertainties. Actual results could differ materially from the conclusions, forecasts and projections discussed in this meeting as certain material factors and assumptions were applied in drawing conclusions. Additional information about these and other important risks and uncertainties and material factors and assumptions that could cause results to differ materially from any forward-looking information can be found in Aecon's public disclosure record, particularly our MD&A and annual information form filed on SEDAR at www.sedar.com. The voting at today's meeting will be conducted by online ballot for all matters. If you are a registered shareholder or a duly appointed proxy holder that has already submitted a completed proxy, there will be no need for you to vote online since your vote will be recorded in accordance with your proxy instructions. However, if you are a registered shareholder or a duly appointed proxy holder and you have not already voted or wish to change your vote, you may view your available voting options and submit your vote by clicking on the Vote Here button on your screen and selecting a voting choice then displayed on your screen. In order to keep the meeting moving efficiently, we have arranged for certain shareholders to move the resolutions to be considered at the meeting. Of course, any registered shareholder or duly appointed proxy holder may comment on any resolution prior to the vote, but should hold any comments on general matters until following the formal part of this meeting. Once the discussion has concluded on all items of business, we will pause briefly so you can enter your votes. I will then declare voting closed on all matters of business. The results of the votes will be announced prior to the close of the meeting. I now declare the polls open on all items of business. I have the minutes of the last meeting of shareholders of the corporation. Unless there is an objection, I will dispense with the reading of the minutes of such meeting. John Beck will now transact the business of the meeting.

Thank you, Yonni. The first item of business is the presentation of the consolidated financial statements of the corporation as reported by PricewaterhouseCoopers, the auditors of the corporation. These include the consolidated balance sheet, the consolidated statement of income, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flow, all for the year ended December 31, 2019. These financial statements are publicly available and have been mailed to shareholders earlier this year. Additional copies of our financial statements are available online for anyone who did not receive one. Unless there's an objection, I will propose to dispense with the reading of the independent auditor's report. Hearing no objection, I will continue. The next item on the agenda is the election of directors. The number of directors to be elected at this meeting has been fixed by a resolution of the Board at 10. The corporation nominees, namely: myself, John W. Brace, Joseph A. Carrabba, Anthony P. Franceschini, J.D. Hole, Susan Wolburgh Jenah, Eric Rosenfeld, Jean-Louis Servranckx, Monica Sloan and Deborah Stein are to be elected to hold office until the close of the 2021 Annual Meeting of Shareholders of the corporation or until their successors are duly elected or appointed in accordance with the articles and bylaws of the corporation. I would ask Adam Borgatti to move the motion to nominate the previously named individuals. For your information, proxy submitted prior to the meeting representing approximately 61% of the shares of the corporation are voted for each of the nominees receiving votes in favor, ranging from approximately 53.8% and to 99.8%.

Mr. Chair, my name is Adam Borgatti. I am a shareholder of Aecon, and I am pleased to nominate John M. Beck, John W. Brace, Joseph A. Carrabba, Anthony P. Franceschini, J.D. Hole, Susan Wolburgh Jenah, Eric Rosenfeld, Jean-Louis Servranckx, Monica Sloan and Deborah Stein as directors of the corporation for the term previously stated.

Thank you, Adam. As the corporation did not previously receive timely notice of any further nominations of persons for election as directors of the corporation as required by Bylaw 2 of the corporation, I declare the nominations closed. May I have a motion that the 10 persons nominated as directors of the corporation be selected?

Mr. Chair, my name is Gordana Terkalas, and I'm a shareholder of Aecon, and I so move.

Adam, would you second the motion?

Mr. Chair, I second the motion.

Thank you, Adam. Yonni, are there any questions online with respect to the nomination of directors?

Mr. Chair, there was one question received online about the directors' age that will be addressed after the formal part of the meeting.

Thank you. As there are no -- sorry, I declare the nominations -- for now, I declare the nominations closed. We will conduct a vote for the election of directors by a single electronic vote that will open after the last item of business. If you have already submitted a completed proxy, it is not necessary to submit an online ballot for this vote. As previously noted, registered shareholders or their duly appointed proxy holders may view their available voting options and submit their vote by clicking on the Vote Here button and selecting a voting choice then displayed on their screen. We will now continue with the next item of business, which is the advisory vote regarding executive compensation. The next item on the agenda is the approval on an advisory basis of a resolution relating to Aecon's approach to executive compensation disclosed in the management information circular dated May 4, 2020. We have received a question regarding executive compensation but due to the limitations of our technology, I will ask the Chair of our Corporate Governance, Nominating and Compensation Committee to deal with it after the formal part of the meeting. I believe that Gordana has a motion in this regard.

Mr. Chair, I move that the corporation's shareholders accept, on an advisory basis and not to diminish the role and responsibilities of the Board, the approach to executive compensation disclosed in the management information circular dated May 4, 2020.

Thank you, Gordana. Alistair, would you please second the motion?

Mr. Chair, my name is Alistair MacCallum, and I'm a shareholder of Aecon. I second the motion.

Thank you, Alistair. Yonni, are there any questions online with respect to advisory vote on executive compensation other than the one I referred to earlier?

Mr. Chair, there are no questions online other than the one you referred to earlier. And if any other questions on this motion are subsequently received, they will be addressed prior to the completion of voting at the end of this meeting.

Thank you, Yonni. As there are no such questions other than the one we referred to earlier, we will now continue with the next item of business which is the reappointment of Aecon's auditors. The next item on the agenda is the reappointment of PricewaterhouseCoopers as auditors of the corporation. I believe that Alistair MacCallum has a motion regarding this item of business.

Mr. Chair, I move that PricewaterhouseCoopers, chartered accountants of the city of Toronto in the province of Ontario, be reappointed as auditors of the corporation until close of the next Annual Meeting of Shareholders or until a successor is appointed at a remuneration to be fixed by the directors and that the directors be authorized to fix such remuneration.

Thank you, Alistair. Adam, would you second the motion?

Mr. Chair, I second the motion.

Thank you, Adam. Yonni, are there any questions online with respect to the reappointment of Aecon's auditors?

Mr. Chair, there is a question online with respect to the reappointment of auditors. And as with the other questions, they will be addressed at the end of the meeting. Any questions on this notion that are subsequently received, they will also be addressed prior to completion of voting at the end of this meeting.

Thanks, Yonni. It is now 9:15 a.m., and the polls on all items of business are open. I will now call for voting on the 3 motions by way of online ballot. If you have already submitted a completed proxy, it is not necessary to submit any online ballot for any vote. For those of you who have not voted all items of -- on all of the items of business prior to this meeting, please do so now. As previously noted, the registered shareholders or their duly appointed proxy holders may view their available voting options and submit their votes by clicking on the Vote Here button and selecting a voting choice displayed on your screen. We will now take a minute to allow for the completion of online voting. [Voting]

The polls are now closed. That concludes the voting of today's meeting. I call upon Yonni to report on the online ballots cast.

The scrutineers have reported to me that all matters put to an online ballot at this meeting have been passed with the requisite shareholders' support. Accordingly, I declare that the 10 individuals nominated are elected as directors of Aecon. I declare that the advisory resolution on executive compensation has been approved. I declare that the motion on the reappointment of auditors has been passed. The specific results of the individual votes for each director, the advisory resolution on executive compensation and reappointment of auditors will be recorded as part of the voting results filed under applicable securities legislation.

Is there any further business that may be properly brought before this meeting? If there is no further business, that concludes the formal business brought before this meeting. I now declare the formal part of the meeting terminated. We will now provide a brief opportunity for shareholders to ask questions. And Yonni, maybe you would like to address first the questions we received online.

Sure. While the questions were posed during the meeting, I just want to point out that the proxies held by management representing the shares voted in advance of this meeting meant the results of the vote would not have changed as a result of any shareholder voting in person today and will be addressed now. Adam?

Thank you, Yonni. The first question is for Susan Wolburgh Jenah. Please address the following: the average age of the Board is about 67 that seems quite high and may indicate a failure to properly renew the Board.

Well, thank you for the question. We are very committed at Aecon to diversity of all kinds at the Board level, and I would commit that age diversity is one of the issues we are looking at. We have also, in the past 5 years, renewed our Board considerably, with 5 new Board directors having joined in that time. Our commitment to renewal is very deep, and we continue to consider candidates for election as spots become available. We have added 2 additional women directors to our Board in the past 4 years. We have also added a visible minority to our Board, and we continue to strive to uphold the commitment in our Board diversity policy, and we'll consider the age factor, along with all other measures of diversity including indigenous people, people with disabilities, members of visible minority groups, in addition to gender, age, geographical diversification and all other forms of diversification, consistent with adding the skill sets required to our Board. Thank you, again, for your question.

There is another question for Susan Wolburgh Jenah. Please explain why bonuses in excess of stipulated bonus plans, as stipulated, have been paid in past years.

Thank you again for the question. I assume that the question relates to the transaction that did not proceed involving CCCI. The payments that were provided in connection with that matter were not directly related to the sale transaction, but were, however, part of a broader succession plan that the Board was committed to for the transition of John Beck from Executive Chair to Chair of the Corporation and the hiring of a new President and Chief Executive Officer for Aecon. And in connection with that succession plan, that long-term succession plan, it was important to ensure that we incentivize John Beck to remain with the corporation over that period of time. And accordingly, incentive payments were provided in connection with that matter and were fully disclosed. I would add that, in general, that the corporation, aside from extraordinary circumstances, is highly committed to ensuring that our compensation structure is fully set out, disclosed, transparent and adhered to. Thank you again for your question.

Our next question is for David Smales, Chief Financial Officer. What were the fees for the auditor in 2019?

Total audit fees and audit-related fees for PricewaterhouseCoopers in 2019 as disclosed in Aecon's Annual Information Form were $1,532,000.

The next question is also relating to PricewaterhouseCoopers for Mr. Smales. How many years has Pricewaterhouse (sic) [ PricewaterhouseCoopers ] been the auditor of the corporation?

So I'll answer that generally. I don't have the exact number in front of me, but certainly in excess of 20 years. For the exact number of years, I don't have the exact number.

At this point, I do not see any more questions online.

My name is John Beck, and I thought before closing I would ask our President and Chief Executive Officer, Jean-Louis Servranckx, to just say a few words. Jean-Louis?

Yes, good morning. I'm Jean-Louis Servranckx, President and Chief Executive Officer of Aecon, have been very able -- very happy to listen to the questions from our shareholders this morning. Aecon's projects have been declared as essential services from the early stages of this COVID crisis, and we are navigating within the most stringent safety measures through it. No doubt that Aecon will get out stronger on its way to be the #1 Canadian infrastructure company.

Thank you very much, Jean-Louis. There being no more questions, I want to thank the shareholders and stakeholders who are attending today's meeting under difficult circumstances, but I think the meeting went well. I think we were able to respond to the questions asked. I thank everyone for their attendance. I wish you well. We will stay in touch with you as we progress over the next very interesting periods in Aecon's growth and development. Again, thank you very much. The meeting is now terminated.

Thank you. Ladies and gentlemen, this does conclude today's Shareholder Meeting. Thank you for your participation, and have a wonderful day.