Enghouse Systems Limited (ENGH) Earnings Call Transcript & Summary

Ladies and gentlemen, I'd like to welcome all of you to the Annual General Meeting of Shareholders of Enghouse Systems Limited. I am Sam Anidjar, Vice President, Corporate Development of the corporation. I'll be acting as Chairman of the meeting. I would ask that the meeting come to order. Doug Bryson, Vice President, Finance of the corporation shall act as Secretary of the meeting. We are pleased to host the meeting through the virtual meeting platform accessible to all our shareholders regardless of physical location. We will only present the formal business of the corporation at the meeting, and we'll provide an operational update on the first quarter during the conference call tomorrow. The first item of business will be the appointment of scrutineers for this meeting. With the consent of the meeting, I hereby appoint Rosa Garofalo of TSX Trust Company the corporation's transfer agent and registrar to act as scrutineer for purposes of this meeting. Would the Secretary please report on the mailing of the notice calling this meeting?

Mr. Chairman, I table the declaration made by TSX Trust Company to the effect that on February 17, 2021, the notice calling this meeting and the accompanying management information circular, the form of proxy and 2020 annual report, including the corporation's audited annual financial statements related to auditor's report were mailed to all shareholders of record at the close of business on February 3, 2021, and the corporation's auditors.

The notice calling this meeting and the accompanying material, including the information circular have been mailed to all shareholders of the corporation and the corporation's auditors. Would the Secretary of the meeting please report whether there is a quorum present?

I have been provided with a preliminary scrutineers' report indicating that quorum is present. As such, I declare that this meeting has been duly convened and constituted. When the formal report of the scrutineers available, it will be kept with the minutes of the meeting.

As the requisite quorum of shareholders present, I declare this meeting to be regularly called and properly constituted for the transaction of business. The voting polls are now open for all matters to be voted on. This will allow you to choose to vote on each item of business immediately or to wait until each motion has been made prior to casting your vote. Voting will be conducted by online ballot. Any shareholder or proxy holder who has not yet voted, please do so using the voting buttons on the web portal. Proxies directing the holder to vote in favor of all matters identified in the management information circular has been received in sufficient number to pass all such resolutions by a wide margin. [Voting]

I now present to the meeting the 2020 annual report, including the audited consolidated financial statements of the corporation for the year ended October 31, 2020, together with the auditor report to the shareholders thereon. Copies of such documents have been mailed to all shareholders. Shareholders do not need to take any action regarding the financial statements, but we would be pleased to deal with any questions in the operational update conference call tomorrow. The next item of business for which this meeting has been called is the appointment of auditors for the current fiscal year. May I have a motion for a resolution in favor of the reappointment of Ernst & Young LLP Chartered Accountants as auditors of the corporation, please?

I move that Ernst & Young LLP Chartered Accountants to be reappointed as auditors of the corporation to hold office until the close of the next annual meeting of shareholders of the corporation at a compensation to be fixed by the Board of Directors of the corporation.

Will someone second the motion?

So seconded.

I will now pause a moment to give shareholders an opportunity to raise questions or comments with respect to the election of the auditors. Secretary, have we received any questions?

We have not received any questions with respect to the election of the auditors of the company.

Please cast your vote on this matter, and we will move on to the next matter to be voted on. [Voting]

We will now proceed with the election of directors. I now declare the meeting open for nomination of 7 directors to be elected by shareholders to hold office until the close of the business of the next annual meeting of shareholders or until their successors are duly elected or appointed. Management nominates Eric Demirian, Reid Drury, John Gibson, Pierre Lassonde, Jane Mowat, Stephen Sadler and Paul Stoyan for election as directors until the close of business at the next annual meeting of shareholders or until their successors are duly elected or appointed. Each nominee has confirmed that he or she is willing to stand for nomination and has provided the corporation with satisfactory evidence that he or she satisfies the eligibility requirements to act as a director. I will now ask for a formal motion for the nomination of directors.

Mr. Chairman, I nominate each of the 7 nominees listed in the management information circular as directors. Mr. Chairman, I second the nominations.

I will now pause a moment to give shareholders an opportunity to raise questions or comments with respect to the election of the directors of the company, including nominating additional nominees. However, we note that proxies directing the holder to vote in favor of the 7 directors identified have been received in sufficient numbers to pass by a wide margin. Secretary, have we received any questions?

We have not received any questions with respect to the election of the directors of the company.

Please cast your vote on this matter, and we will move on to the next matter to be voted on. [Voting]

It is now, in order to consider and it deem advisable, approve the advisory resolution to accept the approach to executive compensation described in the information circular relating to this meeting. While this say-on-pay vote is nonbinding, it gives shareholders an opportunity to provide important input to the Board. We would be pleased to deal with any question in the operational update conference call tomorrow. May I ask for a motion in favor of an advisory resolution approving on an advisory basis and not to diminish the role and responsibilities of the Board that the shareholders accept the approach to executive compensation disclosed in the corporation's management information circular relating to this meeting?

Sam, I second the motion.

Yes. Please cast your vote on this matter. [Voting]

Ladies and gentlemen, the polls will remain open for a brief moment. We will pull us a moment for any further voting. Now that everybody has had the opportunity to vote, I declare the polls to be closed. We have now completed the formal part of the meeting. If there is no further business, the meeting is hereby terminated. On behalf of the management and the Board of Directors, I would like to thank you for attending today, and we look forward to the operational update conference call tomorrow.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.