Corus Entertainment Inc. (CJRB) Earnings Call Transcript & Summary

Good afternoon. I would like to welcome everyone to the Corus Entertainment 2020 Annual Meeting of Shareholders. I will now turn the meeting over to Ms. Heather Shaw, Executive Chair of Corus Entertainment.

Thank you, and welcome, everyone. I am Heather Shaw, Executive Chair of Corus Entertainment and with me today are Doug Murphy, President and CEO; and Sabah Mirza, Executive Vice President and General Counsel. In these unprecedented times, we have moved to a virtual-only format this year to mitigate risk to the health and safety of all meeting participants. For those shareholders that logged in with a control number, instructions will appear on your screen about how to ask questions. And for Class A voting shareholders, the voting procedure will also appear. Holders of Class B nonvoting shares will not see this voting screen. Shareholders or proxy holders who entered the meeting with a control number may submit questions in writing at any time during the meeting by following the instructions in your web portal. We will respond to questions received on each matter of formal business at the time it comes before the meeting, if it pertains to the business of the meeting. When the polls for all resolutions are opened and you are asked to vote, you will receive a message on the virtual interface requesting you to register your vote. You will only have a certain amount of time to do so when the polls are open. If you have voted your shares prior to the start of the meeting, your vote has been received by the scrutineers, and there is no need to vote those shares during the meeting unless you wish to revoke or change your vote. We have been advised by AST Trust Company Canada, that based on the proxies already deposited with them, enough votes have been cast to carry each of the motions. As with any virtual technology, unexpected glitches may occur, but our service providers for this platform at Lumi are on standby to help, refer to the links from the navigation menu for assistance. We will now proceed to the official business of the meeting, I call to order this annual meeting of shareholders. In accordance with the bylaws of the corporation, I will ask Sabah Mirza to act as secretary of the meeting, and I will chair the meeting. AST Trust Company will act as scrutineers. The corporation has adopted the notice and access method of delivering materials to both registered and nonregistered shareholders. As such, Corus mailed a notice to all shareholders of record as of November 23, 2020, and to each director and the auditors. The corporation has posted copies of the notice and management information circular and the corporation's 2020 annual report on the meeting documents website for this meeting, on the company's website and on SEDAR. Copies of the management information circular, together with the annual report have also been posted on the Lumi platform. We have received a statutory declaration from the company's transfer agent, attesting to the proper mailing of the notice of this meeting and accompanying materials. A copy of these documents will be kept as part of the records of the meeting. The Scrutineer's report will now be read.

I am pleased to read that the scrutineers, AST Trust Company Canada, report that there are 29 shareholders holding 3,258,428 Class A voting shares represented in person or by proxy at this meeting. This total represents 95.49% of the 3,412,392 issued and outstanding Class A voting shares.

A quorum is present, and I now declare the meeting duly called and properly constituted. The minutes of the last annual meeting of shareholders of the company have been posted to the Lumi platform and are available for review. Class A shareholders and any other shareholder that has entered the meeting with a control number may address the meeting when there is a call to discuss a motion before the meeting. Should you wish to address the chair on any motion, please type in your question or comment in the message section once it opens during the discussion period. If there is any discussion or question pertaining to the motion, the Secretary will read the question aloud. We'll now move to the formal business of the meeting. Certain of these items will be the subject of a vote by the Class A voting shareholders. All matters before this meeting must be approved by not less than a majority of the votes cast by Class A shareholders present in person at this meeting or voting by proxy. In accordance with the statute and bylaws governing Corus, we will conduct the votes on the matters before us by a poll. On a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder. The electronic poll will be opened for all resolutions at the same time. This will allow you to choose to vote on each resolution immediately or wait until conclusion of discussion on each resolution prior to casting your vote. As previously noted, if you have already voted on a particular resolution by proxy, any vote that you cast through the Lumi platform on the particular resolution will revoke your proxy. I now present to the meeting the audited consolidated financial statements of Corus Entertainment Inc. for the year ended August 31, 2020, and the report of the auditors on them. Copies of these documents are included in the annual report made available to shareholders on the Lumi platform, on the meeting documents website for this meeting, and posted on the company's website and on SEDAR, and no further approval is necessary. We shall now open the electronic polls for all resolutions and proceed with the first item of business, the election of directors of the company. The company did not receive notice of any director nominations in connection with this meeting within the time prescribed by the advanced notice requirements in the company's bylaws. Accordingly, at this meeting, the only persons eligible to be nominated for election to the Board are the persons nominated by management as set out in the management information circular. Class A shareholders are being asked to elect the directors of the company to serve until the next annual meeting of shareholders or until their successors are elected or appointed or until they otherwise cease to hold office. I now call for someone to propose the nominees named in the company's management information circular to be elected as directors of the company.

Madam Chair, I am Cathy Roozen, and I nominate as directors of the company for the ensuing year those persons described in the management information circular that was sent with the notice of this meeting, namely: Fernand Bélisle, Michael Boychuk, Alex Carloss, Stephanie Coyles, Michael D'Avella, Sameer Deen, Mark Hollinger, Barry James, Doug Murphy, Heather Shaw and Julie Shaw.

Are there any comments on this nomination? I declare the nominations closed, and we will now move to the individual election of our directors by polls. I have been advised by the scrutineers that a significant majority of the proxies received by management prior to the meeting have been voted for the election of each of the persons nominated to serve as directors. As a reminder, Class A shareholders who have not already voted by proxy, will now have the opportunity to enter their vote in the Lumi platform. If you have already provided voting instructions or submitted a proxy, you do not need to vote on this matter. Please proceed with entering your votes. We will now pause to allow the casting of the votes. [Voting]

The final item of business is the appointment of auditors, authorization for the directors to fix their remuneration. May I please have a motion?

Madam Chair, I'm John Gossling, and I move that Ernst & Young LLP be appointed auditors of the company to hold office until the next annual meeting of shareholders or until a successor is appointed and that the directors be authorized to fix the remuneration.

Madam Chair. I'm Cathy Roozen, and I second the motion.

You have heard the resolution. Are there any comments on the motion? Class A shareholders who had not already voted by proxy will now have the opportunity to enter their votes in the Lumi platform. If you have already provided voting instructions or submitted a proxy, you do not need to vote on this matter. Please proceed with entering your votes. We will be closing the polls on all motions shortly. We will pause now to allow for the casting of votes. [Voting]

The polls are now closed with respect to voting on all of the motions. We will pause while we wait for our scrutineers to confirm the counting of the vote. Our scrutineers have confirmed that all votes have been counted. The preliminary results of voting are as follows. Our scrutineers have confirmed that all 11 persons named in the management information circular and nominated at this meeting have been individually elected as directors of the company to hold office for a term to expire immediately following the next annual meeting of shareholders or until their successors are elected or appointed or they otherwise cease to hold office. Our scrutineers have also confirmed that the motion to appoint Ernst & Young LLP as auditors of the company to hold office until the next annual meeting of Shareholders or until a successor is appointed and that the directors be authorized to fix their remuneration has been carried. The final report on voting results provided by the Scrutineer after the meeting will be incorporated into the minutes of the meeting. After the meeting, we will also post the final voting results on the Investor Relations page on the company's website and we'll file the results on SEDAR.

Before we conclude the formal business of the meeting, we'd like to take this opportunity to thank the Board of Directors for their support and guidance in this difficult and unusual year. In particular, we'd like to thank departing Board member, Cathy Roozen for her friendship and unswerving support over the last 20 years, along with her pragmatic outlook and sage advice. Thank you, Cathy. We'll now run a short video tribute to the founder of Corus, the late JR Shaw. [Presentation]

I would like to extend my thanks to Heather Shaw, our Executive Chair; and our Board of Directors for their continued support and guidance. I would also like to thank our team members throughout the company, who this year demonstrated impressive commitment and resiliency as we adeptly responded to the challenges of the COVID-19 pandemic and work together to deliver on our strategic plans and financial priorities with great results. Finally, our entire team would like to thank you, our shareholders, for your support of Corus as we work to deliver on our long-term plan and build for the future.

We will now address the questions received during the meeting that relate to Corus' business and that did not relate to the formal motions.

We have received a few questions. 2 of them pertain to the Radio division. I'll read both questions and then turn it over to you, Doug. As the Radio division now represents less than 10% of Corus, what is the company's long-term view on this business? And will the company invest more in this division? The second question, the Radio division of Corus represents less than 10% of the corporation. With the proposed Radio review coming this year, is Corus considering purchasing additional Radio assets or considering divesting existing Radio assets?

Thank you for your questions. We like the Radio business, even though it is now less than 10% of our total company revenues. It is very strategic for our business, complementary, the AM talk to our global news product. We're very proud of the fact that we have top rock and roll stations in both Vancouver and Toronto, the biggest English language markets in the country. And as you know, there is a CRTC Radio policy review this year, which we will await to see the expected increased flexibility for the industry. And finally, we expect a very strong recovery in our Radio business post-COVID. And so the short answer is, we still like Radio, and we'll await with interest, the outcome of the Radio policy review. There was a -- I want to make a comment just in general on revenue growth because it's been very much a conversation we've been having with our many shareholders. And I would encourage all of those collected today on the AGM to go to our website to listen to or read the transcript of our earnings release call, January 12 of this week. We have a lot of confidence in our strategic plan, which we announced in the fall to grow revenue, and we'll do this by fundamentally transforming how we sell television, advancing our advertising technology road map and working with the industry coming together on common audience segments. We will put more content in more places as we pursue new and emerging platforms. STACKTV is a runaway hit. And when combined with Nick Plus on Amazon, now has more than 400,000 paying subscribers in less than 2 years. And finally, we will pursue our studio ambitions selling content internationally with our ever-expanding slate of great content at Corus Studios and Nelvana to fuel growth and to diversify our revenue.

Thank you. We have not received any further questions pertaining to the business of Corus from the floor. Accordingly, it is appropriate to conclude the meeting now. Thank you all again for attending our virtual meeting today and for your ongoing interest in Corus. Back to you, operator.

The 2020 Annual Meeting of Shareholders of Corus Entertainment is now closed. Please disconnect your lines.