Enghouse Systems Limited (ENGH) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the Annual General Meeting of Enghouse Systems Limited. Please note that the meeting will be recorded. I would like to introduce Mr. Sam Anjar, Vice President of Enghouse Systems. Mr. Anidjar, the floor is yours.

Ladies and gentlemen, I'd like to welcome all of you. I will be acting as Chairman of the meeting. I would ask that the meeting come to order. Doug Bryson, Vice President, Finance of the Corporation. I'll 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. Will 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 January 31, 2022, a notice and access notice and a proxy were mailed to all registered shareholders of record at the close of business on January 17, 2022, and that those documents and certain other proxy-related materials, including the information circular for this meeting are posted on SEDAR and on the website of TSX Trust Company.

With the secretary of the meeting, please report whether there is a quorum present?

I've been provided with a preliminary scrutineers report indicating that a quorum is present. As such, I declare that this meeting has been duly convened and constituted. When the formal report of the scrutineer is 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. Questions regarding a motion can be submitted by a registered shareholder on a duly appointed -- or a duly appointed holder using the instant messaging service of the virtual platform. Only those questions relevant to the formal business of the meeting will be brought forth at today's meeting. 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 may do so using the voting buttons on the web portal. When you're asked to vote, click the voting button on the top left portion of your screen to register your votes. I now present to the meeting the 2021 annual report, including the audited consolidated financial statements of the corporation for the year ended October 31, 2021, together with the auditor's report to the shareholders thereon. Copies of such documents have been filed on SEDAR and posted on the website of the corporation and TSX Trust Company. 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 be reappointed as autos of the corporation to hold office until the close of the next Annual Meeting of Shareholders of the corporation 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 audit 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 business of the next Annual Meeting of Shareholders or until their successors are duly elected or appointed management nominate, Eric Demirian; , Pierre Lassonde, Jane Mowat, Stephen Sadler, Melissa Sonberg and Paul Stoyan for election as director until the close of business at the next Annual Meeting of Shareholders or until their successors are duly led 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 the 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 directors identified have been received in sufficient #2 pass by a 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 the advisory resolution. [Audio Gap] executive compensation described in the information circular relating to this meeting. While this say-on-pay is nonbinding and does not diminish the role and responsibilities of the Board, it gives shareholders an opportunity to provide important input to the board. Based on proxies received, it appears that there are not sufficient votes for the say-on-pay advisory resolution to pass. Nevertheless, it is proposed to conduct a vote at the meeting so that all the shareholders have every opportunity to provide their input and vote. The final voting results for the say-on-pay resolution and all other resolutions will be reported in a filing [indiscernible] year. May I ask for a motion for a vote on the say-on-pay resolution?

So will someone second the motion.

I second the motion.

I will now pause a more point to give shareholders an opportunity to raise questions with respect to the same pay advisory resolution. [Voting]

We have not received any questions with respect to the election of directors or the say on pay.

Please cast your vote on this matter. Ladies and gentlemen, the polls will remain open for a brief moment. we will pose for 10 seconds for any further voting. [Voting]

Now that everyone 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, as the meeting has now concluded, you may now disconnect.