Capital Power Corporation (CPX) Earnings Call Transcript & Summary

Good afternoon. It is just after 1:00, so I'll ask that the meeting come to order. My name is Jill Gardiner, and I am the Chair of the Board of Capital Power Corporation. In accordance with the company's bylaws, I am pleased to act as Chair for this meet. Welcome to Capital Power's 13th Annual Meeting of Shareholders. For the spirit of reconciliation, Capital Power respectfully acknowledges that we operate within the ancestral homelands traditional and [indiscernible] territories of the indigenous peoples of Turtle Island or North America. Capital Power's head office is located within the traditional and contemporary home of many indigenous peoples of the Treaty 6 regions and Metis nation of Alberta Region 4. We acknowledge the diverse indigenous communities that are located in these areas and whose presence continues to enrich the community. With me today are Brian Vaasjo, President and Chief Executive Officer; and Colleen Legge, Associate General Counsel and Corporate Secretary. As part of our commitment to our shareholders to reduce and contain costs in a challenging business and economic environment, we have decided to hold a simplified formal meeting at which we will seek the approval of the necessary corporate business. Therefore, our other directors and executives will not be attending. I would also like to advise, we will address the CEO transition following the business portion of the meeting. In order to facilitate a smooth flow of the business matters we will be dealing with today, Brian Vaasjo and Colleen Legge will move and second formal motions. They will be called upon as needed. Unless a different proxy holder has been indicated on management proxies, Brian Vaasjo will act as a proxy holder for such proxy. As noted in our management proxy circular dated March 13, 2023, shareholders were given the opportunity to vote in person. In addition, opportunities were made available to shareholders to vote in advance of the meeting. And as per our custom, this meeting is being shared via live audio webcast. An archived recording of the meeting will be available on Capital Power's website following the meeting. As indicated in our management proxy circular, we will not be doing a corporate presentation or question-and-answer session following the meeting. Computershare Trust Company of Canada is the company's registrar insurance for agents for common shares. Today, Stephanie Tuss of Computershare has been appointed to act as scrutineer. In accordance with the company's bylaws, Colleen Legge will act as Secretary of the meeting. Stephanie Tuss will report on the shareholders present in person or by proxy to compute the vote on any polls taken. At this time, I want to thank all of you who submitted proxies in advance and remind you that only registered shareholders or duly appointed proxy holders may participate in the business of today. Under the notice and access system for communicating with shareholders, the company mailed a notice of meeting, together with the form of proxy or a voting instruction form commencing on March 24, 2023. The notice informs shareholders about the time and place of our meeting, the business of the meeting and stated that our management proxy circular was posted on our website at www.capitalpower.com/agm as well as on SEDAR. The notice also stated that any shareholder could request a printed copy of the management proxy circular in advance of today's meeting. The Secretary of the meeting has provided me with an affidavit of mailing prepared by Computershare Trust Company of Canada. He will see that this affidavit is filed with the minutes of the meeting. Secretary of the meeting has received the report of the scrutineers and advises me that there is a quorum present. On the basis of this report, I declare that the meeting has been regularly called and properly constituted for the transaction of business. The Secretary of the meeting will also file the report of the scrutineers with the minute of the meeting. The next item of business is the presentation to the meeting of the consolidated financial statements of Capital Power for the year ended December 31, 2022, and the report of the auditor thereon. Integrated annual report of the company, which contains the consolidated financial statement, together with the report of the auditor thereon and the company's business report, was mailed to each shareholder who requested a copy. Integrated annual report is also available on the company's website. On behalf of the directors, I now place before the meeting consolidated financial statements and auditors' report thereon for the year ended December 31, 2022. Are there any questions on the consolidated financial statement? Hearing none, then I declare that the consolidated financial statements and the auditor's report have been received. The next item of business is the election directors. In accordance with the bylaws of the company and pursuant to a resolution of the Board of Directors, a total of 10 directors will be elected at today's meeting by the holders of common shares. Information regarding the nominees being proposed for election is set out in the management proxy. As of 1:00 p.m., Wednesday, April 26, 2023, which was the deadline for receipt of proxies, management had received proxies for over 46 million common shares within excess of 87% of shares represented by proxy voting in favor of each of management to the Board of Directors named in the management proxy circular. We will now proceed with the nomination of election of the 10 directors to be elected by holders. Only registered holders of common shares or their duly appointed proxy holders are entitled to nominate and vote to the election of these directors. Brian Vaasjo, may I ask you for a nomination of each of the 10 directors be elected by holders of common shares.

Here, on behalf of the Board of Directors, I nominate each of the following 10 persons as named in the management proxy circular. For election as directors who hold until the close of the next annual meeting or until their successors are duly elected or appointed: Jill Gardiner, Doyle Beneby, Gary Bosgoed, Kelly Huntington, Barry Perry, Jane Peverett, Robert Phillips, Katharine Stevenson, Keith Trent and Brian Vaasjo.

Thank you, Brian. Colleen Legge, would you please second the nomination?

I second the nomination.

Thank you, Colleen. In the absence of the receipt of notice of any further nominations in accordance with bylaw #3 of the company, I declare the nominations closed. We will now proceed with the election of the nominated directors. The election of directors will proceed by way of ballot. Votes will be cast in favor of or against each nominated director individually. The votes cast in favor of the election of a director nominee must represent a majority of the common shares voted at the meeting. If the number of shares voted against equals or exceeds the number of shares voted in favor of the director, then the director shall not be elected. In the event that an incumbent director nominee is not elected, they may be permitted to remain as a director until the earlier of 90 days after the date of the election or the date on which their successor is elected or appointed. Only registered holders of common shares or their duly appointed proxy holders are entitled to vote on the election of the directors. Any shareholders present may have already filed their proxy. Unless they wish to withdraw their proxies, these shareholders should not complete a ballot as their shares will be voted in accordance with the instructions contained in the proxies granted their proxy holders. I request that the scrutineer hand out ballots to each registered holder of common shares and proxy holder who has not already voted by proxy or completed a ballot. If you are a registered holder of common shares or proxy holder and have not already voted by proxy or completed a ballot, please raise your hand so the scrutineers can see you. Please vote on the ballot by marking X opposite the names of the nominee for whom you wish to vote. Sign and print your name in the places indicated at the bottom of the ballot and return your completed ballot. The scrutineer will collect the ballot, count the votes and prepare the final scrutineer's report reflecting the results of the proxies and ballot. A report on the voting results will be filed on SEDAR. In addition, we will publish the results of this voting in next year's management proxy circular. The scrutineer will continue to tabulate the ballots and prepare their final report. However, as there are 10 directors to be elected by the holders of common shares, I declare Jill Gardiner, Doyle Beneby, Gary Bosgoed, Kelly Huntington, Barry Perry, Jane Everett, Robert Phillips, Katharine Setevenson, Keith Trent and Brian Vaasjo to be duly elected directors of the company. Next on the agenda is the appointment of the auditor. Management had received proxies representing in excess of 53 million shares with within excess of 99% of shares represented by proxy voting in favor of the auditors [indiscernible]. Colleen Legge, may I have a motion to appoint the auditor of the company?

Chair, I move that KPMG LLP Chartered Accountants be appointed auditor of the company to hold office until the close of the next annual meeting of shareholders with compensation to be fixed by the Board on the recommendation of the audit committee.

Thank you, Colleen. Brian Vaasjo, will you second the motion?

Chair, I second the motion.

Thank you, Brian. All those in favor of the motion, please signify by raising your hand. [Voting]

Contrary? [Voting]

I declare the motion carried. Next on the agenda is the advisory vote on executive compensation, also known as the shareholders say on pay. Capital Power Corporation conducts an annual advisory shareholder say on pay vote. Management had received proxies representing in excess of 51 million shares within excess of 97% of the shares represented by proxy voting in favor of the advisory vote on executive compensation. As Capital Power's approach to executive compensation has been discussed in the management proxy circular, I do not propose to reiterate the details now. Brian Vaasjo, may I have a motion regarding this matter?

Chair, I move that it be resolved on an advisory basis and not to diminish the role and responsibilities of the Board of Directors that the shareholders accept the approach to executive compensation disclosed in Capital Power's management proxy circular delivered before its 2022 Annual Meeting of Shareholders.

Thank you, Brian. Colleen, will you second?

Chair, I second the motion.

All those in favor of the motion, please signify by raising your hand. [Voting]

Contrary? [Voting]

I declare the motion carried. That now completes the business of the meeting. There being no further business from the agenda, I will ask Brian Vaasjo for a motion to terminate.

Chair, I move that the meeting be terminated.

Thank you, Brian. Colleen Legge, will you please second the motion?

Chair, I second.

thank you. All those in favor of the motion? [Voting]

Contrary? [Voting]

The motion is carried, and I declare today's meeting terminated. Thank you for attending the meeting and for your support of Capital Power. I would now like to take a moment to highlight a few items around the CEO transition the Board announced on [indiscernible]. February 2020, Brian's contract was extended 3 years. With this in mind, the selection of our new CEO followed a rigorous North American search process conducted by a special committee of the Board with the support of a leading executive [indiscernible]. The Board met with a wide range of high-quality internal and external candidates. The Board unanimously selected Mr. Avik Dey. You will get to know him better after he begins with us on May. Let me just say upfront, he is a highly capable leader with deep experience in [indiscernible] sectors and has built a number of successful companies [indiscernible]. The Board believes he will inspire the CPC team to further accelerate the company's current drive toward the energy [indiscernible]. As we all know, he has mighty big shoes to fill as Brian enters a well-earned retirement. Inside the company, Brian has been a mentor and North Star for the organization since IPO in 2009. He has led the team to great heights and leaves the company in industry-leading, demonstrated unwavering perseverance and brought us stability through unprecedented times in [indiscernible] Capital Power emerging as a result. On behalf of the Capital Power Board of Directors, I wish to thank him for everything that he's done for our company. All of us at Capital Power wish Brian Health and [indiscernible]. Thank you.