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

Hello, and welcome to the 2022 Annual General Meeting of Aecon Group, Inc. Please note that today's event is being recorded. It is now my pleasure to turn today's meeting over to John Beck, the Chairman of Aecon Group, Inc. Mr. Beck, the floor is yours.

Thank you. Good morning, ladies and gentlemen. Welcome to Aecon's 51st 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 from 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, 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, Chief Sustainability 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 [ Winthrop Reyes ] of PricewaterhouseCoopers, the corporation's auditors. This virtual meeting offers registered shareholders and duly appointed proxy holders the opportunity to participate, to submit questions and to vote at the meeting. As in past years, we expect that the vast majority of all votes have already 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 the meeting. The shareholder site 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 already done so -- if you already not done so. Questions may be submitted by any registered shareholder or duly appointed proxy holder by clicking on the Q&A 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 a corporation but not specifically relating to a formal item of business to be discussed at this meeting -- this morning's meeting, please feel free to submit those questions at any time and we will try to address as many questions as possible at the session to follow the formal portion of the 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 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 this meeting, and Yonni Fushman will act as secretary of this meeting. To expedite the formal portion of this meeting, I will second all motions. Unless there's an objection, Etienne Mailhot of Computershare Investor Services, Aecon's registrar and transfer agent, will act as the scrutineer for this meeting. I would ask Yonni Fushman to briefly address certain administrative and legal aspects of this meeting. Yonni?

Thanks, John. 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 3, 2022, have been sent to each registered shareholder of record on April 14, 2022, the record date for this meeting, and have also been sent to all other persons entitled thereto. The mailing of materials has 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 objection, I will dispense with the reading of the Notice of Meeting. A copy of the Notice of Meeting and proof of service shall be annexed to the minutes of the meeting. The scrutineer has provided me with his 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 Executive Vice President, Chief Legal Officer and Secretary of the Corporation, I would like to remind everyone that certain information discussed here today, whether the 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 conclusions, forecasts or 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 annual and quarterly 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 who would like to change their vote may vote on each business item after the presentation of all business items. When you are asked to vote, the business items to be voted on and your available voting options will be visible on the voting panel. To submit a vote, please click on the Vote tab and choices will be displayed on your screen. You will only have a certain amount of time to go 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 holder may comment on any resolution prior to the vote, which 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. Results of the votes will be announced prior to the course 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, 2021. 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's an objection, I will dispense with the reading of the independent auditor's report. The next item of business is the election of directors. 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 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 are properly logged into this meeting with their control number or invite code 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. The number of directors to be elected at this meeting has been fixed by a resolution of the Board at 10. For corporations 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 2023 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 40.2% of shares of the corporations were voted with each of the nominees receiving votes in favor, ranging from approximately 78.4% to 99.5%.

Mr. Chairman, my name is Gordana Terkalas, and I'm a shareholder of Aecon. And I am pleased to nominate each of 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 that each 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 on the next item of business. The 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 3, 2022. 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 3, 2022.

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 questions, we will now continue with the next item of business. The next item of business is the reappointment of PricewaterhouseCoopers LLP as auditors of the corporation. I believe that Gordana has a motion regarding this item of business.

Mr. Chair, I move that PricewaterhouseCoopers LLP, chartered accountants of the City of Toronto in the province of Ontario, be reappointed as auditors of the corporation until close of the 2023 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 balloting ends, the proposal will close and your votes will be automatically submitted. [Voting]

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

Based on the report from the scrutineer, all matters put to an online ballot at this meeting have been passed with the requisite shareholder approval and the final report on voting will be included in the meeting -- of the minutes of the meeting and filed on SEDAR. Accordingly, I declare that each of the 10 nominees have been elected as directors of the corporation to serve until the 2023 Annual Meeting of Shareholders of the corporation or until their successors are elected or appointed. 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 fixed -- has been authorized to fix their remuneration. Specific results of the individual votes for each director, the advisory resolution on executive compensation, the 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. We will now provide a brief opportunity for shareholders to ask questions. During this session, we will endeavor to answer as many questions as possible. In order to allow for more questions to be answered, we may consolidate multiple questions on the same topic. Yonni, if you'd please let me know if any questions come in.

John, we've received no questions.

Since there are no further questions, I declare this meeting terminated. Thank you all. Have a good day.

This concludes the meeting. You may now disconnect and have a pleasant day.