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

Good afternoon, ladies and gentlemen, and welcome to the Annual Meeting of the Shareholders of Canadian Natural Resources. My name is Murray Edwards, and as Chairman of the corporation, on behalf of Canadian Natural, we wish to thank you for attending this meeting. Due to the travel and gathering restrictions that have resulted from the COVID pandemic, we are again holding the corporation's Annual Meeting of Shareholders in a virtual format. Under the bylaws of the corporation, I was elected as Chairman of the meeting. The purpose of this meeting is the routine annual business of the corporation, being the receipt of the Annual Report of Canadian Natural, containing the Consolidated Financial Statements and the report of the auditors; 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 meeting is a right reserved solely for the registered shareholders of Canadian Natural Resources or their designated proxyholder. A number of people who are not shareholders of Canadian Natural have also joined the meeting to be as observers. I will welcome you as guests of the meeting and to follow the proceedings. Any registered shareholder or their designated proxyholder who have questions or matters raised -- should raise them at the appropriate time. As this meeting is being held virtually via live webcast, we think it's necessary to set out a few rules for the orderly conduct of the meeting. First, questions in respect of a motion can be submitted by any registered shareholder or duly appointed proxyholder using the instant messaging service of the Lumi virtual interface. Please note, there will be a slight delay in the publication of the communications received. Second, 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 proxyholder. Third, for the purposes of the meeting today, voting on all matters will be conducted via electronic ballot. Registered shareholders and duly appointed proxyholders will be advised to vote on each business item. And finally, four, when you're able to vote, you'll 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 with today's meeting. To form part of the meeting, I will move and second all motions. As the timing of the calling of the Annual Meeting of the Shareholders of Canadian Natural provide, the meeting will now come to order. We have asked Mr. Paul Mendes, Vice President of Legal, General Counsel and Corporate Secretary of the corporation, to act as secretary of the meeting. And Computer Trust Share Company of Canada (sic) [ Computershare Trust Company of Canada ] through its representatives to act as scrutineers to compute the votes taken at the meeting and to report thereon. The notice calling this meeting of shareholders together with the form of proxy, Management Information Report and the audited consolidated financial statements for the corporation were mailed to the corporation's shareholders, the directors and the auditor of the corporation. A declaration of such mailing has been provided by Computershare as the corporation's transfer agent, and the secretary will annex the declaration to the minutes of this meeting. Under the bylaws of the corporation, the quorum for the meeting is shareholders person or in present -- or shareholders present in person or by proxy representing not less than 5% of the common shares outstanding. We are advised that there is a quorum present. And we will now propose to proceed with the formal business of that this Annual Meeting of Shareholders was properly constituted and prompted proxyholders who have properly logged in with their control numbers or user name and wish to vote will be able to see on the screen all motions being brought forward at this meeting. The next item of business is approval of the last Annual Meeting of Shareholder minutes. The last Annual Meeting of Shareholders of the corporation was held also virtually on May 7, 2020. And as there are no matters arising from the last Annual Meeting of Shareholders and there have been no intervening meetings, I suggest we take the minutes of the last meeting as read and approved. The next item of the business is to receive the report of management, consolidated financial statements of the corporation for the year ended December 31, 2020, and the report of the auditors thereon. All of these have been made available to the shareholders, and unless there is an objection, we will dispense with the reading of the management report, the consolidated financial statements and the auditor's report. In addition, Mr. John Williamson, who is a partner of the chartered accounting firm, PricewaterhouseCoopers LLP, the corporation's auditors, is also on the line and has agreed to respond to any questions in regards to the audit. If there are any questions, please submit your questions now using the Lumi instant message function. Paul, you can confirm if there are no questions submitted. Paul?

There are no questions submitted.

As there are no questions, we will now proceed with the next item of business being the election of directors. It is now in order to proceed with the election of directors. Pursuant to the articles of incorporation, the corporation must have a minimum of 3 directors and a maximum of 15 directors. It's proposed that at present, a total of 11 persons be elected as directors at this meeting. The 11 director nominees of the corporation have agreed to stand for election. These nominees are as follows: Catherine M. Best, M. Elizabeth Cannon, Murray Edwards, Christopher L. Fong, Gordon D. Giffin, Wilfred A. Gobert, Steven W. Laut, Timothy S. McKay, Frank J. McKenna, David Tuer and Annette Verschuren. Are there any further nominations? There being no further nominations, I now nominate -- declare the nomination closed. We have been advised that based on the calculation of the proxies received, each of the directors will be elected as a director by a majority of the votes cast on the meeting in favor of this election. As such, I now declare the following to be duly elected directors of the corporation to serve until the next Annual Meeting of the Shareholder of the corporation or until their respective successors have been elected or appointed. Those elected are: Catherine Best, Elizabeth Cannon, Murray Edwards, Christopher Fong, Gordon Giffin, Wilf Gobert, Steven Laut, Tim McKay, Frank McKenna, David Tuer and Annette Verschuren. Appointment of auditors is the next item of business and to authorize the Audit Committee of the Board of Directors to fix their remuneration. I am advised that based on the calculation of proxies received, the resolution regarding the appointment of PricewaterhouseCoopers LLP as auditors of the corporation and the authority of the Audit Committee to fix remuneration will be approved. The next item is now the vote on executive compensation. We will proceed with the advisory vote on the corporation's approach to executive compensation. Although this is an advisory vote only and not binding on the corporation, the results of the vote will be considered by the Compensation Committee of the Board of Directors and determine its approach to executive compensation in the future. Please now submit any questions you may have using the Lumi instant messages function if you have any questions in regard to this vote. Mr. Mendes, is there any questions?

There are no questions.

Thank you. As there are no questions, we will now continue. The resolution is required to be passed by a simple majority of the votes cast at the meeting. I'm advised, based upon the calculations received, the resolution regarding the approach to executive compensation will be approved by in excess of 97.5% of the votes cast. I'm, at this point, also advised -- I want to advise all registered shareholders and duly approved proxyholders that the electric ballots in respect of any items above will close. We'll close shortly in 1 minute. Once the electric ballots closes, the voting will disappear and your votes will automatically be submitted, so I'll just now pause for approximately a minute while we wait -- to make sure any additional votes are submitted. [Voting]

Thank you. Given that time is now passed, I now declare the polls closed. Given the polls are now closed, I will ask that the scrutineers will compile the actual final results of the voting on all business matters conducted at the meeting. These results will then be published by the corporation on SEDAR and issued in a formal press release. As there are no further business to be brought before the meeting and Paul, there's no other questions -- there's no questions, Paul, submitted?

No questions have been submitted.

I therefore declare this meeting to be terminated. Thank you very much, everybody. And next year, hopefully, we'll be able to gather in person and rejoin old friendship -- retain old friendships and have some time together with which we can talk about the corporation or the business. And so we look forward to seeing all of you next year in person. Thank you very much.