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

Hello, and welcome to the Annual Meeting of Shareholders of Aecon Group, Inc. 2021. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to John Beck, the floor is yours.

Thank you. Good morning, ladies and gentlemen. Welcome to Aecon's 50th Annual General Meeting. [Foreign Language] My name is John Beck, and I'm the Chairman of Aecon Group, Inc. I'm joining you today online in Toronto. Due to the ongoing COVID-19 pandemic, this meeting is once again being held as a live audio webcast. Joining me this morning online are Jean-Louis Servranckx, our President and Chief Executive Officer; Dave Smales, Executive Vice President and Chief Financial Officer; Yonni Fushman, Executive Vice President, Chief Legal Officer, Chief Sustainability Officer and Secretary; and Secretary, 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 [indiscernible] Reyes 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 this meeting by proxy. That said, registered shareholders and duly appointed proxy holders will be allowed to vote online at this meeting in accordance with the instructions given during the course of this meeting. The audio 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. Questions may be submitted by any registered shareholder or a duly appointed proxy holder by clicking on the messaging icon, typing in and submitting a question. When asking a question, please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxy holder. Given the virtual format of the meeting and in order for us to expediently undertake discussion on any item proposed for a vote, we would encourage registered shareholders and duly appointed proxy holders who have specific questions on a formal item of business, including procedural matters, to make such written submissions now, clearly identifying the applicable formal item of business. During the course of this meeting, at the appropriate time, such questions 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 any registered shareholder or duly appointed proxy holder has any questions on the business of the corporation but not specifically relating to a formal item of the business to be discussed at this morning's meeting, please feel free to submit those questions at any time, and they will be addressed at the session to follow the formal portion of this meeting. Let me briefly explain the format of today's meeting. We will first deal with administrative items and then continue our meeting with the formal business, which is to receive the financial statements, to elect directors, to hold a vote, to confirm all unallocated securities issuable under Aecon's long-term incentive plan, to hold an advisory vote on Aecon's approach to executive compensation and to reappoint the auditors. I will now call this Annual Meeting of Shareholders to order. I will act as Chair of this meeting; and Yonni Fushman will like as Secretary of this meeting. To expedite the following portion of this meeting, I will second all motions. Unless there's an objection, [ Amy Kam and Jamie Basic ] of Computershare Investor Services, Inc, Aecon's registrar and transfer agent, will act as scrutineers for this meeting. I would ask Yonni Fushman to briefly address certain administrative and legal aspects of this meeting.

Mr. Chair, I would like to report that proper notice of this meeting, together with the form of proxy and the management information circular dated May 12, 2021, have been sent to each registered shareholder of record on April 9, 2021, the record date for this meeting and have also been sent to all other persons entitled thereto. The mailing of materials have been certified by Computershare Investor Services, Inc. Additional copies of these materials are also available on our website or under our profile on SEDAR. Accordingly, unless there is an objection, I will expense with the reading of the notice of meeting. A copy of the notice of meeting approved and serviced shall be annexed to the minutes of the meeting. The scrutineers have provided me their preliminary report on attendance at this meeting, and I confirm that the requisite quorum of shareholders is present or represented by proxy at this meeting. As such, this meeting is properly constituted for the transaction of business. Before moving forward with the transaction of business and any subsequent discussion of Aecon's future and in light of the regulatory environment that all Canadian public companies currently operate in, as 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 during 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 filed under our profile on SEDAR at www.sedar.com. For the purposes of this meeting, voting on all items of business will be conducted by online ballot. If you have already submitted a completed proxy, it is not necessary to also vote online since your vote will be recorded in accordance with your proxy instructions. Registered shareholders and duly appointed proxy holders who have not already voted or would like to change their vote, may vote on each business item after the presentation of all business items. When you were asked about the business items to be voted on and your applicable voting options will be visible on the voting panel. To submit a vote, please click on one of the voting choices displayed on your screen. You only have a certain amount of time to vote once the polls are open. In order to keep this meeting moving efficiently, we have arranged for certain shareholders to move the resolutions to be considered at this meeting. Of course, any registered shareholder or duly appointed proxy holders may comment on any resolution prior to the vote, but should hold any comments on general matters until following the formal portion of this meeting. Once 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 items of business. The results of the votes will be announced prior to the close of this meeting. 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 this 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, 2020. These financial statements are publicly available and were mailed to shareholders earlier this year. Our financial statements are available on our website or under our profile on SEDAR for anyone who did not receive a copy. Unless there is an objection, I will dispense with the reading of the independent auditor's report. The next item of business is the election of directors. Before we move on with the election process, on behalf of the Board and management, I would like to thank Joseph Carrabba, who is retiring at this meeting after having served on the Board since 2013. Joe brought valuable industry experience to his role as a director and over the years as Chair of the Risk Committee and as Lead Director. Thank you, Joe. We will now proceed with the process for completing the voting on the items of business of this meeting. As we mentioned, voting today will be conducted by online ballot. Please open the balloting to the registered holders and duly appointed proxy holders. The polls are now open, and at this point, all registered shareholders and duly appointed proxy holders who have properly logged into this meeting with their control number or user name and wish to vote will be able to see all business items to be voted at this meeting on the voting panel on their screen. A 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, Anthony P. Franceschini, J.D. Hole, Susan Wolburgh Jenah, Eric Rosenfeld, Jean-Louis Servranckx, Monica Sloan, Deborah Stein and Scott Thon are to be elected to hold office until the close of the 2022 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 Gordana Terkalas to nominate the previously named individuals. For your information, proxies submitted prior to this meeting, representing approximately 52.5% of shares of the corporation were voted with each of the nominees receiving both in favor, ranging from approximately 93.6% to 99.8%.

Mr. Chair, my name is Gordana Terkalas. I'm a shareholder of Aecon, and I'm pleased to nominate the aforementioned 10 individuals as directors of the corporation for the term previously stated.

Thank you, Gordana. 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 of the 10 persons nominated as directors of the corporation be so elected?

Mr. Chair, I so move.

I will second the motion. Yonni, have any questions been received on this motion?

Mr. Chair, no questions have been received on this motion. If any questions on this motion are subsequently received, they will be addressed at the end of this meeting.

Thank you, Yonni. As there are no such questions, we will now continue with the next item of business. The next item of business is the confirmation of all unallocated securities issuable under the corporation's long-term incentive plan. In order for all unallocated securities issuable under the corporation's long-term incentive plan to be confirmed, a resolution must be passed by a majority of the votes cast at this meeting. I believe that Gordana has a motion in this regard.

Mr. Chairman, I move that the resolution in the form attached as Appendix 4 to the Management Information Circular dated May 12, 2021, approving the unallocated deferred share units and restricted share units issuable under the corporation's long-term incentive plan be passed.

I will second the motion. Yonni, have any questions been received on this motion?

Mr. Chair, we have not received any questions on this motion. If any questions on this motion are subsequently received, they will be addressed at the end of this meeting.

Thank you, Yonni. As there are no such questions, we will now continue with the next item of business. Next item of business 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 12, 2021. I believe that Gordana has a motion in this regard.

Mr. Chair, I move that the corporation's shareholders approve 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 12, 2021.

I will second the motion. Yonni, have any questions been received on this motion?

Mr. Chair, we have not received any questions on this motion. If any questions in this motion are subsequently received, they will be addressed at the end of this meeting.

Thank you, Yonni. As there are no questions, we will now continue with the next item of business. Next item business is the reappointment of PricewaterhouseCoopers as auditors of the corporation. I believe that Gordana 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 the close of the 2022 Annual Meeting of Shareholders of the corporation or until a successor is appointed at a remuneration to be fixed by the Board and that the Board be authorized to fix such remuneration.

I will second the motion. Yonni, have any questions been received on this motion?

Mr. Chair, we have not received any questions on this motion. If any questions on this motion are subsequently received, they will be addressed at the end of this meeting.

We will provide registered shareholders and duly appointed proxy holders approximately 1 more minute to complete their online ballots. Once the online ballot closes, the voting page will disappear, and your votes will automatically be submitted. [Voting]

The polls are now closed, and that concludes the voting at today's meeting. I would ask that the scrutineers compile the report regarding the results of voting on all business items.

This concludes the meeting. You may now disconnect.

No, no, no.

No? Okay, I'm sorry.

No, no, no. 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 of this meeting have been passed with the requisite shareholder approval. Accordingly, I declare that each of the 10 nominees have been elected as directors of the corporation to serve until the 2022 Annual Meeting of Shareholders of the corporation or until their successors are elected or appointed. I declare that the resolution confirming all unallocated securities issuable under the corporation's long-term incentive plan has been approved. I declare that the advisory resolution on the corporation's approach to executive compensation has been approved. I declare that the reappointment of PricewaterhouseCoopers as the auditors of the corporation has been approved, and the Board has been authorized to fix their remuneration. The specific results of the individual votes for each director, the resolution confirming unallocated securities under the corporation's long-term incentive plan, the advisory resolution on executive compensation and reappointment of the auditors will be reported in a press release and as part of the voting results filed in accordance with the rules of the TSX and 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 portion of the meeting terminated, but we will now provide a brief opportunity for shareholders to ask questions. If there are any questions, please proceed.

Mr. Chairman, there are no questions.

Since there are no questions, I am -- I'd like to thank everyone for attending the meeting today. Very much appreciate your participation, and we will now bring this meeting to a close. Thank you.

This concludes the meeting. You may now disconnect.