Doman Building Materials Group Ltd. (DBM) Earnings Call Transcript & Summary

Good day, ladies and gentlemen, and welcome to the CanWel Building Materials Group Ltd. Annual General Meeting. Today's call is being recorded. And at this time, I would like to turn things over to Amar Doman. Please go ahead.

Great. Thank you. Good afternoon, and welcome to the Annual General Meeting of Shareholders of CanWel Building Materials Group Ltd. My name is Amar Doman, Chairman of the Board of Directors and Chief Executive Officer of CanWel. Thank you for taking the time to attend our meeting. Normally, I will begin by introducing the people on the podium with me today, but due to the unprecedented impact of COVID-19, we are meeting electronically with key attendees at our offices. Today, I am pleased to advise that I am joined on this call by my fellow proxy holder, Co-Director and our Vice President, Steve Marshall; our Chief Financial Officer, James Code; and our Corporate Secretary, Rob Doman. As well, I would like to acknowledge and thank the other members of our Board of Directors today: Ian Baskerville; Kelvin Dushnisky; Harry Rosenfeld; Tom Donaldson; Sam Fleiser; Sieg Thoma; and Marc Séguin. After the formal portion of the meeting, we will answer any questions. The meeting will now come to order. With the consent of the meeting as Chairman of the Board of Directors, it is my privilege to act as chairman of this meeting. Also, with the consent of the meeting, I will ask our Corporate Secretary, Rob Doman, to act as secretary of the meeting and will appoint [ Dan Mott ] of AST Trust Company (Canada) to act as scrutineers. Certain shareholders have volunteered to main and second resolutions where required. While this procedure will facilitate the handling of the formal matters, any registered shareholder or proxy holder may speak on the matter when that matter is before the meeting. And to recognize you, please give your name and state whether you're a shareholder or a proxy holder. To the best of my knowledge, if a ballot were to be conducted on the matters to be considered at this meeting, more than 86% and up to 99% of the votes cast at this meeting will be voted in favor of such matters, being approximately 30.10% of all votes eligible to be cast at the meeting. Accordingly, voting will be conducted by a show of hands unless a ballot is demanded. In order that we may have a complete record of those present, may I ask anyone who has not yet given his or her name and the scrutineer to do so? The notice calling this meeting was mailed to all directors, nonobjecting shareholders and to the auditors of CanWel. The secretary has filed a proof of mailing of the notice, and I would direct that a copy of the notice and proof of mailing be annexed to the minutes of this meeting. Will someone now move and someone second the resolution dispensing with the reading of the notice? I believe Steve Marshall and Jay Code have a resolution in this regard.

So moved.

Seconded.

All those in favor of the resolution, please so signify. [Voting]

Contrary, if any? [Voting]

I declare the resolution carried. The scrutineer, having informed me that a quorum is present and that more than 25% of shareholders are represented at this meeting by persons by proxy or in person and as due notice of this meeting has been given, I declare that this meeting has been duly convened and constituted to transact the business for which it has been called. When the formal report of the scrutineer is available, it will be kept with the minutes of this meeting. Copies of the balance sheet of CanWel Building Materials Group Ltd. as at December 31, 2019, and the statements of earnings and cash flows for the year ended December 31, 2019, together with the reports thereon of the directors and auditors of CanWel, were mailed to all the shareholders and it is not proposed to read them to the meeting. I would also ask that all questions be reserved until the end of the meeting, at which time we'll be pleased to discuss matters related to CanWel of interest to particular shareholders. The first item of business for which this meeting has been called is the election of 9 directors to hold office until the next Annual Meeting of Shareholders of CanWel or until their successors are duly elected or appointed. The Management Information Circular states that there are 9 candidates proposed by management. The secretary will now read their names.

Mr. Chair, the names of the nominees are Amardeip Doman, Ian Baskerville, Sam Fleiser, Steve Marshall, Tom Donaldson, Harry Rosenfeld, Marc Séguin, Kelvin Dushnisky and Sieg Thoma.

Thank you. I have been advised that no other nominations have been made in accordance with the Amended Advance By-Law adopted by the Board on March 8, 2018. Certain details of this By-Law are described in the Management Information Circular. Accordingly, I declare the nominations closed. The Board of Directors have adopted what is commonly referred to as a Majority Voting Policy. Certain details of the company's Majority Voting Policy are provided in the Management Information Circular. Under that policy, a director is required to tender his or her resignation if he or she receives more withhold votes than votes cast for his or her election. Based on the proxies received for the election of directors, if elected, none of the nominees would have to tender their resignation under the company's Majority Voting Policy. I will now call for a motion for the election of each person who has been nominated. Will someone move and someone second a resolution in this regard? I believe Steve Marshall and Jay Code have a resolution.

So moved, Mr. Chair.

Seconded.

All those in favor, please so signify. [Voting]

Contrary, if any? [Voting]

I now fully declare the 9 nominees whose names have been read by the secretary have been elected directors of the company, to hold office until the next Annual Meeting of Shareholders or until their successors are duly elected or they otherwise cease to hold office. For the information of the meeting, will the secretary please announce the number of shares represented by proxies received that were in favor of the 9 nominees?

Mr. Chairman, prior to the meeting, proxies today received in favor of the election of the 9 nominees as directors from the holders were at least 20.2 million shares, representing not less than 86.3%, and up to 23.2 million shares, representing up to 99.8% of all of the votes cast by proxy at this meeting.

Thank you. The next item of business for which this meeting has been called is the reappointment of the auditor and the authority of the directors to fix its compensation. In order to be approved, the resolution must be passed by a majority of the votes cast thereon. Will someone move and someone second the resolution reappointing KPMG LLP in the current year and authorizing the directors to fix its compensation? I believe that Steve and Jay have a resolution in this regard.

So moved.

Seconded.

The meeting will now vote on the motion. In order to be carried, the motion must be passed by a majority of the votes cast. If a ballot vote were conducted on this matter, 99.78% of all votes cast by proxy at this meeting would be voted in favor of the reappointment of KPMG LLP as the auditors of CanWel. Therefore, the vote for this resolution are then placed by way of a show of hands. All those in favor, please so signify. [Voting]

Contrary, if any? [Voting]

There is no further formal business. I would invite a resolution terminating the meeting.

So moved.

Seconded.

All those in favor of the motion, please so signify? [Voting]

Contrary, if any? [Voting]

For being none, I declare that the meeting of shareholders of CanWel Building Materials Group Ltd. is now terminated. As there is no further business to be transacted, we would be pleased to entertain any questions. Ali, if you have any...

Mr. Chairman, it doesn't look like we have any questions. What I would propose is for any shareholders on attending our AGM call, please feel free to contact me directly with any follow-up questions. And as may be, we can make management available for any further inquiries, or I can address them. With that, I would like the operator to take the call back over and close the line.

Certainly. And ladies and gentlemen, with that, that does conclude today's call. We would like to thank you again for your participation. You may now disconnect.