Canadian Natural Resources Limited (CNQ) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen. My name is Murray Edwards, and as Chairman of Canadian Natural Resources, I have the responsibility to chair this Annual General Meeting. As you know that because of the impact of the COVID virus, we've decided to hold this meeting as many other companies by way of a virtual meeting through webcast online, and we appreciate all the shareholders who are attending. We do apologize as our Annual Meeting is always a good opportunity to get together with a number of our shareholders on an annual basis with a number of former and current employees and to tell the story of the company. So that we'll have to look to next year when we have an opportunity do that once again. I wish to thank those who are attending the meeting. And the purpose of the meeting is the routine annual business of the corporation, being the receipt of the annual Board of Canadian Natural Resources; the consolidated financial statements of the corporation and the report of the auditors thereon for the year ending December 31, 2019; the election of directors of Canadian Natural; and the appointment of auditors. The shareholders will also be asked to consider, on an advisory basis, a resolution on the corporation's approach to executive compensation. Participation in the Annual Meeting is a right reserved solely for registered shareholders of Canadian Naturals or their designated proxy holder. A number of people who are not shareholders of Canadian Natural have also joined this meeting, and we welcome them as guests to observe the proceeding. Any registered shareholders or their designated proxy holder who have questions on matters should raise them at the appropriate time during the meeting. As this meeting is being held virtually via live webcast, we think it's necessary to set forth a few rules for the orderly conduct of the meeting. Questions in respect of a motion can be submitted by any registered shareholder or a duly appointed proxy holder using the instant messaging servicing of the Lumi virtual interface. Please note that there will be a slight delay in the publication of any communications or questions received. Two, 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. Three, for the purposes of the meeting today, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to on each business item. Fourth and finally -- final, when you are able to vote, you will receive a message on the Lumi virtual interface requesting you to register your votes. You only have a certain amount of time to do so once the polls are open. With that, we will now proceed for today's meetings. To expedite the part of the meeting, I mean, I will move and second all motions. As the calling of the Annual Meeting time has now arrived, I shall ask Mr. Paul Mendes, Vice President, Legal, General Counsel and Corporate Secretary to the corporation, to act as secretary of the meeting, and Computershare Trust Company of Canada, through its representatives, to act as scrutineers to compute the votes taken at the meeting and report thereon. Hello? Is anybody there? Paul?

Yes.

Okay. Great. In addition, Computershare Trust Company of Canada, through its representatives, will act as scrutineers to compute the votes taken at the meeting and report thereon. The notice of calling the meeting of shareholders together with the former proxy, management information circular and audited consolidated financial statements of the corporation were mailed to the shareholders, the directors and the auditors of the corporation. A declaration of such meeting has been provided by Computershare as the corporation transfer agents. The secretary will annex the declaration of the mailing to the minutes of this meeting. The quorum for this meeting as set out in the bylaws of the corporation is shareholders present in person or by proxy, representing no less than 5% of the common share of the corporation being 59,042,693 shares. We are advised that there is quorum present at the meeting as there are approximately 911,895,000 shares present or approximately 78% of the issued and outstanding shares of the corporation and therefore, we are authorized to proceed with the formal business of the meeting. As such, I now declare this Annual Meeting of shareholders to be reconvened and properly constituted for the transaction of business. As we mentioned, voting today will be conducted by electronic ballot. The polls are now open. At this point, all registered holders and duly appointed proxies who have properly logged in with their control numbers or user name and wish to vote will be able to do so on the screen, all motions being brought -- and all motion being brought forth in the meeting. The last Annual Meeting of the corporation was held on May 9, 2019. And as there are no matters arising from the last annual and special meeting of the shareholders and there have been no intervening meetings, I suggest we take the minutes of that meeting from last year read and approved. The next formal item of business is to receive the report of management, the consolidated financial statements of the corporation for the year ended December 31, 2019, and the report of our auditors, Pricewaterhouse, thereon. All of these have been made available to shareholders and unless there's an objection, we will dispense with the reading of management reports, the consolidated financial statements and the audit report. In addition, Mr. John Williamson, who is the partner of the Pricewaterhouse chartered accounting firm, our auditors, is on the line and has agreed to respond to any questions in regards to the audit. To ask -- if you have any question regarding the audit, please submit your question using the Lumi instant message function. As I see there are no questions submitted, we will now proceed with the next item of formal business. It is now in order to proceed with election of directors pursuant to the articles of the corporation. Under the articles, the corporation must have a minimum of 3 directors and a maximum of 15 directors. It is proposed that a total of 11 directors be elected at this meeting. 11 director nominees of the corporation have agreed to stand for election, and they are Catherine M. Best, M. Elizabeth Cannon, Christopher Fong, Gordon Giffin, Wilf Gobert, Steven Laut, Tim McKay, Frank McKenna, David Tuer, Annette Verschuren and Murray Edwards. I now ask if there's any further nomination to be submitted on the Lumi portal. I see there are no further nominations. I now declare the nomination closed. I'm advised that based upon the calculations of proxy received, each of the director nominees will be elected as a director by a majority of the votes cast at the election of meeting in favor of their election. As such, I now declare the following duly elected directors of the corporation to serve until the next Annual Meeting of Shareholders or until their respective successors have been elected or appointed. Those nominated are as follows: Catherine Best, Elizabeth Cannon, Christopher Fong, Gordon Giffin, Wilf Gobert, Steven Laut, Tim McKay, Frank McKenna, David Tuer, Annette Verschuren and Murray Edwards. Just quickly before I move to the next item of business, I just would quickly like just to make a quick note of a couple of things. First, I would like to thank the Board of Directors for their advice, support, counsel and probing questions that they provide us on a regular basis. I mean we're very unfortunate since -- we have directors normally chosen in person, talk a bit about their background. Given the nature of this meeting, I will not do that today. But I can assure you, we have a Board with a breadth of experience in different areas, whether it be banking, financial, law, accounting, and we're well served by them. In addition, one of our directors, Tim Faithfull, has been a director of the company, I think, for approaching 15 years, reached a mandatory retirement age of 75. And so Tim Faithfull attended his last meeting as a director yesterday, and is stepping down concurrent with this Annual Meeting. Mr. Faithfull was formerly the President of Shell Canada and was based in the U.K. and so Tim was of great counsel and advice to us over the years, providing us with an international perspective. And when -- in 2017, we acquired from Shell their Canadian oil sands assets, Tim was very supportive and encouraged that transaction as he had a good sense of the assets and the people that came with that transaction. So I would like to thank Tim on behalf of the Board, the company, the employees and shareholders for his service. Thank you, Tim. The other point I'd like to mention is Steve Laut. Steve has been an employee of Canadian Natural for almost 30 years. Steve Laut was one of our first employees, I think we employed 15 or 20, and as you know, served as President for over a decade of the company. 4 years ago, Steve came and said he wanted to step back and retire. We convinced Steve that he really didn't want to retire. He just wanted to take a different role. And Steve became Vice Chairman for the last 4 years, which was very helpful in the transition to Tim McKay as President. And -- well, this year, Tim -- Steve did say he wanted to formally retire and so we talked to the Board, and we thought that Steve, given his breadth of knowledge and experience, if he was willing to continue to serve in a directorship role, the Board would be very supportive. So Tim -- so Steve retired last week -- retired earlier this week as -- formerly as an officer and now just continues as a director, and we're lucky to have Steve's experience and knowledge on a go-forward basis. So Steve, thank you for your service over the years. You've been a great partner to work with, a great friend. And the shareholders in the corporation have been well served by your leadership over the years. And also thank you, Steve, for continuing to serve in a directorship role. It will be valuable for our shareholders. And then, of course, again, I'd like to thank all the directors for their service and support over the last year. The next item of business is the appointment of auditors of the corporation and to authorize the Audit Committee of the Board to fixed remuneration. We are advised that based on the calculation of the proxy received, resolution regarding the appointment of auditors of the corporation and the authority of the Audit Committee to fixed remuneration will be approved. As such, we will now proceed with the advisory vote on the corporation's approach to executive compensation. Although this is an advisory vote only and not binding to the corporation, the results of the vote will be considered by the Compensation Committee of the Board, objectively determining its approach to executive compensation in the future. I would now request that if you have any questions regarding this matter of the advisory vote, please use the Lumi instant message function to submit those questions. I'm looking at -- no questions submitted. So with that, I will now -- as this resolution is required to be passed by a simple majority of the votes cast in the meeting, we are advised that based on the calculation of proxy received, this resolution regarding the approach to executive computation will be approved. In addition, at this point, I want to advise any registered shareholders or duly appointed proxy holders that have electronic ballots that the ballot is going to close momentarily. So if you're going to submit them, please do immediately. In terms of the advisory resolution and executive compensation, we are informed by Computershare that the vote in favor of the resolution is approximately 95% of the shareholders in favor of the advisory resolution, in favor of the approach to executive compensation. We would ask then that the scrutineer compile the report regarding the results of voting on all the business matters at this meeting. And then I advise that the actual results will be published on SEDAR and by press release in due course if any shareholders wish to receive the actual numbers. Before I move to closing the formal part of the meeting, I would just like to also take this opportunity to provide thanks on behalf of the shareholders, the Board and myself personally for the commitments of all of our management and employees of Canadian Natural. We don't get to the opportunities that we capture and the successes that we achieved without a lot of hard work and leadership by our management team and a lot of hard work and commitment by our employees. And no more has been evident in the last couple of months as we've all been working under the impact of the COVID virus. During that period of time, we have seen in excess of 6,000 employees working remotely from our offices -- our office employees working remotely and over 4,000 of our field employees working under safety protocols so as to minimize the impact of the virus while at the same time, ensuring that the operation continues to run effectively and efficiently. To date, we have been very fortunate in that we've been able to achieve that safe protocol and keep our operations running smoothly, and I would like to thank those employees and management. Without them, I don't think we'd be able to achieve such results. So thank you very much. With that, as there's no further business to be brought before the meeting, that concludes the formal part of the meeting terminated. As such, I now declare the meeting to be terminated, and I look forward to seeing each of you, hopefully, at our next annual meeting in person in May of 2021. So thank you very much, and have a good day evening, everybody. Thank you. Goodbye.

This concludes today's conference call. You may now disconnect.