EQB Inc. (EQB) Earnings Call Transcript & Summary

Good Morning, EQB's Annual and Special Meeting of Shareholders is about to begin. Please note that this meeting is being recorded on April 10, 2024. During the meeting, you can submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to Michael Hanley, Chair of the Board of EQB. Mr. Hanley, the floor is yours.

Thank you. Good morning, and welcome. [Foreign Language] I now call this Annual and Special Meeting of Shareholders of EQB Inc. [indiscernible] so doing, allow me to start with an acknowledgment that Equitable occupies offices on Turtle Island, and name that multiple indigenous nations gave to the place more widely known as North America. We gather on land that is steeped in rich, indigenous history, recognizing the enduring presence of First Nations, INWIT and [indiscernible] and acknowledging the ongoing importance of furthering truth and reconciliation. My name is Mike Hanley. I'm Chair of the Board, the Director of EQB, the parent company of Equitable Bank and a fellow shareholder. I'm speaking to you from Equitable Bank's Montreal office, where I'm sitting with our President and CEO, Andrew Moor, who will address you later in the meeting. Joining us from our Toronto office are Chadwick Westlake, our Senior Vice President and Chief Financial Officer; Michael Mignardi, our Vice President and General Counsel; and Linda Dwyer, our Corporate Secretary. I also welcome employee shareholders from our other regional offices who may be listening in Vancouver, Calgary, Regina, Saskatoon and Halifax. This meeting is virtual only, but you will have opportunities to engage with us as you would during an in-person shareholders' meeting. As you may know, I became Chair almost a year ago following the planned retirement of David LeGresley. As such, I'd like to begin by expressing my deep gratitude to my fellow directors and our executive leadership team for their amazing support during this first year role. Consistently good corporate performance, the kind that EQB has delivered for many years is not a matter of happenstance. It's a reflection of a well-developed value creation methodology executed with discipline by engaged, well-qualified people at all levels. Our Board strives to apply similar discipline as [ overseers ] [indiscernible] of the corporation, and our directors are well qualified to perform their duties on your behalf. EQB Board members bring relevant expertise and years of experience in financial services as well as in areas such as strategic planning, risk management, finance and accounting, real estate, technology and talent management to our deliberations. You can see this from our proxy circular. What you cannot see is the exceptional level of care and commitment our directors bring in fulfilling their responsibilities. They come to every Board meeting thoroughly prepared and able to drive deep and meaningful dialogue with management that seeks to add tangible value to EQB's long-term profitable growth objectives. As a shareholder, I take comfort in being surrounded by knowledgeable, experienced and engaged directors who are dedicated to sustaining EQB's tradition of strong corporate governance that's based on integrity, empowerment, personal accountability and a desire for continuous improvement. It's also true that a prerequisite for effective governance is a positive open relationship between the Board and the CEO. And Andrew Moor, our Chief Challenger, we have a proven strategic leader who provides insightful information and candid assessments to the Board, which are truly essential to high-quality deliberations and are very much anchored in a strong and reciprocal degree of trust. On behalf of the board, I take this opportunity to thank Andrew for his many contributions, not the least of which is assembling a great team of people to serve EQB's corporate purpose, driving change in Canadian banking to enrich people's lives. Success for any business must include hearing and listening to the voices of those we serve. Should you wish to add your voice to our deliberations, you can contact me and the other independent directors using the e-mail address found on the back of the proxy circular, where you'll also find contact information for our Investor Relations team. I conclude these opening remarks by saying thank you to our shareholders for your support of EQB, and thank you to our employees for embodying EQB's values every day and for having contributed to another year of record financial performance. We now begin the formal business of the meeting. As stipulated in EQB's bylaws, as Chair of the Board, I will act as Chair of this meeting, and Linda Dwyer will act as Secretary. I appoint Paul Keyes of Odyssey Trust Company to act as scrutineer. I've received proof that notice was duly given and that a quorum is present. I therefore declare this meeting to be duly convened and constituted. To facilitate the introduction of motion, EQB has asked Linda Dwyer to move and Michael Mignardi to second all motions for shareholder consideration today. As in prior years, the vast majority of shareholders submitted their proxies for voting instructions prior to the meeting. For those shareholders and duly appointed proxy holders who have not voted in advance, voting will be available throughout the meeting until the formal items of business are concluded. For anyone wishing to vote online, once you're logged into the webcast, click on the voting tab. You may also refer to the Lumi user guide on our annual report web page. If you voted in advance and do not wish to change your vote, then you do not need to vote again. The items to be considered are the election of directors, the appointment of the auditors, amendment to the share option plan, amendment to the treasury share unit plan, amendment to EQB's articles and advisory vote on executive compensation. A simple majority of the votes cast during the meeting or by proxy is required to pass each item of business, with the exception of the amendment to EQB's articles, which requires 2/3 of the votes cast to pass. We will provide preliminary voting results during today's meeting, and final voting results will be available after the meeting by way of a press release. Shareholders and duly appointed proxy holders who wish to ask questions on the items being considered today are asked to submit them through the online channel. Simply click the messaging tab at the top of your screen and type in your question. I've asked Michael Mignardi to read out any questions that's been submitted. The agenda for today's meeting is posted as part of our webcast. Similar to previous years, we'll have a general question-and-answer session at the end of the meeting. Shareholders and duly appointed proxy holders who wish to submit a question, may do so through the course of the meeting, and we will address them at the appropriate time. Questions that are more of a general in nature and not specific to the business of the meeting will be addressed during the Q&A session. Any question that's been properly brought before the meeting that can't be answered today will be answered on our annual reports web page as soon as practical after the meeting. Questions can also be submitted after the meeting using the contact information on the back of the management information circular. I'll now proceed with the first item of business as set out in the notice of meeting. Copies of EQB's 2023 consolidated financial statements and the auditor's report were sent or made available to shareholders before they meeting. The financial statements can also be found on our website at equitablebank.ca. I declare that EQB's consolidated financial statements for the 10-month period ending October 31, 2023, together with the auditor's report on those statements have been received. We'll now address any questions on the financial statements submitted to the online channel. We'll give you a moment to use the messaging tab, if you do, and Michael will monitor the tab for me. So Michael, are there any questions?

There are no questions, Mr. Chair.

Thank you, Michael. We'll now proceed with the election of directors. The Board has fixed the number of directors to be elected today at 11, and I can confirm that all nominees are eligible for election. You'll find information on all nominated directors in the management information circular. I call upon Linda to nominate the directors for the upcoming year.

Mr. Chair, I hereby move that Michael Emory, Susan Erickson, Michael Hanley, Kishore Kapoor, Yongah Kim, Marcos Lopez, Andrew Moor, Rowan Saunders, Carolyn Schuetz, Vincenza Sera and Michael Stramaglia, the elected directors of EQB until the close of the next annual meeting of shareholders.

Thank you, Linda. Michael, would you please second the motion?

Mr. Chair, I second the motion.

Great, thank you. Are there any comments or questions about the election of directors? We'll wait a moment here to see if there are.

Mr. Chair, we have not received any questions.

Thank you, Michael. Our next item of business is the appointment of auditors. At the last Annual Meeting held in May 2023, shareholders reappointed the firm of KPMG LLP as auditors of EQB for the 2023 fiscal year. Details of the Board's assessment of KPMG's performance and their independence can be found on Page 16 of the Management Information circular. The Board has recommended the appointment of KPMG LLP as the auditors of EQB until the close of the next annual meeting. Linda, would you please make this motion?

Mr. Chair, I move that KPMG LLP be appointed auditors of EQB until the close of the next Annual Meeting of Shareholders at a remuneration to be fixed by the directors.

Thanks, Linda. Michael, would you please second the motion?

Mr. Chair, I second the motion.

Thank you. I now invite shareholders or proxy holders to ask any questions related to the appointment of auditors through the online channel. We'll give you a moment to do so. Michael, do we have any questions or comments?

Mr. Chair, there are no questions or comments online.

Thank you, Michael. The next item of business concerns an amendment to EQB's share option plan to increase the number of common shares available for issuance under the plan. The reasons for the proposed amendment are detailed more fully on Page 18 of the management information system. I now ask Linda to make this motion.

Mr. Chair, I move the resolution to amend EQB's share option plan to increase the maximum number of common shares issuable under the plan to 5,150 000 common shares to be passed.

Thank you, Linda. Michael, can I ask you to second the motion?

Mr. Chair, I second the motion.

Thank you. I now invite shareholders or proxy holders to ask any questions concerning the amendment. We'll give you a moment to use the messaging icon and Michael will relay any questions received.

Mr. Chair, there are no questions online.

Great. Thank you, Michael. The next item of business concerns an amendment to EQB's treasury share unit plan to increase the number of common shares available for issuance under this plan. This amendment is described in more detail on Page 19 of the management information circular. Linda, can I ask you to please make the motion?

Mr. Chair, I move that the resolution to amend EQB's treasury share unit plan to increase the maximum number of common shares issuable under the plan to 500,000 common shares be passed.

Thank you, Linda. Michael, can I ask you to second the motion?

Mr. Chair, I second the motion.

Thank you. Are there any questions related to the appointment of auditors? If you do, please enter them into messaging icon and Michael will relay them to me.

Mr. Chair, there are no questions online.

Great. Thank you. And my apologies, actually, this was whether there were any questions related to the amendment of the treasury share unit plan. And I think there were no questions on that. Correct, Michael.

No.

Thank you. Next on the agenda is the special resolution to increase the maximum number of directors on EQB's Board from 12 to 14. Subject to both shareholder and regulatory approval, including that of the Toronto Stock Exchange, the Board will be authorized at their discretion to file articles of amendment to affect the increase. The special resolution can be found on Page 20 of the management information circular. Linda, can I ask you to please make this motion?

Mr. Chair, I move that the resolution to amend EQB's articles and increase the maximum number of directors to 14 be passed.

Thank you, Linda. Michael, can I ask you to second the motion?

Mr. Chair, I second the motion.

Great. I invite shareholders or proxy holders to ask any questions related to the amendment through the online channel. We'll give you time to do so. Michael, do we have any questions?

Mr. Chair, there are no questions online.

Thank you. The next and final item of business is the advisory vote on EQB's approach to executive compensation, commonly known as Say-on-Pay. Our approach to executive compensation is described in detail in the compensation discussion and analysis section on Pages 67 through 133 of the management information circular. Although this vote is advisory and nonbinding in nature on the board, the results will be considered by the Human Resources and Compensation Committee and the Board when determining future executive compensation arrangements. A resolution on the approach to executive compensation is set out in the management information circular on Page 21. Linda, can I ask you to please make the motion?

Mr. Chair, I move that the resolution to accept EQB's approach to executive compensation is set out on Page 21 in the Management Information Circular, be passed.

Michael, can I ask you to please second the motion?

Mr. Chair, I second the motion.

Thank you. I invite shareholders or proxy holders with questions to submit them through the online channel, and we'll pause here to give you time to do so. Michael, do we have any questions?

Mr. Chair, there are no questions.

Okay. Thank you. We've now concluded the formal business of the meeting. Therefore, voting is now closed. The scrutineer has completed the preliminary tabulation of votes cast in respect of each item of business before the meeting. The votes represented at the meeting and by proxy today is over 72% of EQB's outstanding common shares. I'm pleased to report that each of the 11 nominees named have been elected and received over 98% of the votes cast in favor. KPMG has been reappointed auditors of EQB with over 94% of the votes cast in favor. The option plan has been amendment with -- has been amended with over 93% of the votes cast in favor. The treasury share unit plan has been amended with over 97% of the votes cast in favor. The articles have been amended with 96% voted in favor and the advisory vote on the approach to executive compensation was passed with over 93% of the votes cast in favor. Your support and confidence are greatly appreciated. Final voting results will be available after the meeting. We will also issue a press release on the election of directors as required by the TSX and post the results on EQB's website as soon as practical after the meeting. This concludes the formal business of the meeting. I'll now ask Linda for a motion to terminate the formal part of the meeting.

Mr. Chair, I move that the formal part of the meeting be terminated.

Thank you, Linda. Michael, can I ask you to second the motion.

Mr. Chair, I second the motion.

Thank you. I declare the motion carried. It's now time to hear from our CEO. Before turning the meeting over to Andrew, we are advised that statements made today may contain forward-looking information about EQB's outlook, objectives and strategies to achieve them. Details regarding forward-looking statements and non-GAAP financial measures are on the webcast and can also be found in EQB's financial reports. Once Andrew delivers his remarks, we will open the meeting to general Q&A. As a reminder, you can post your questions at any time. Now over to you, Andrew.

Thank you, Mike. Good morning. It's my privilege and my pleasure to speak to you today. As you heard, Mike and I are conducting this meeting from Montreal, a first for EQB. [Foreign Language] [indiscernible] is growing significantly over recent years. Our recent advertising campaign starring [indiscernible] has resonated particularly strongly with new customers. We're optimistic about our future opportunity in Quebec. Thank you to our team in Montreal for building the relationships and delivering the fantastic service that has allowed us to build such a strong market presence. Our history in Quebec started in 2009 when we recruited Vince Faustini to establish our commercial lending presence operation, which turned out to be a winning move given Vince's extensive connections, a deep knowledge of the commercial real estate in Montreal and outstanding reputation. In 2014, we created our Quebec single-family mortgage generating team led by Lisa Taylor. And in 2022, we introduced our direct-to-consumer EQ Bank digital services. We're attending Vince's retirement party tonight, and I want to thank him for putting Equitable on the Quebec bank as a lending leader in the commercial real estate sector. Vince, congratulations on a remarkable career. I'm pleased to say Vince is in the room with me today. Before jumping at the heart of my remarks, I want to acknowledge the start of Mike Hanley's era at EQB. Mike joined as a Director in 2022 and became Chair of the Board following last year's annual meeting. I had the pleasure of working Mike's predecessors, Austin Beutel and David LeGresley. And I can say for first-hand experience, that like Austin and David, Mike has done a masterful job of bringing together and focusing the Board on the key issues and opportunities that are present in our growing corporate ecosystem. As we continuously advance our governance processes to meet our responsibility as Canada's Seventh largest bank. Mike is very much the right person in the right place at the right time. Mike presides over our Board of Directors that is absolutely plugged in to all things EQB. The diligence, expert scrutiny, diverse experience and proven strategic thinking that each of our directors brings to the table makes ours a better bank. We rest on a strong -- the strongest governance foundations, but not on our laurels. Our Directors constantly challenged themselves and our management team to continuously advance their knowledge based on evolving best practice standards. Mike, I thank you and all the members of the Board for providing a solid governance foundation on which we can execute our broader mission and the foundation upon which our shareholders can take comfort and confidence. For shareholders who wish to review our environmental, social and governance practices and policies in more detail, I recommend our responsibility record. As the title suggests, it chronicles the many ways in which we strive to meet our obligations to all stakeholders through a strategic and committed approach. Now moving to the heart of my remarks. To me, annual meetings offer a rare opportunity to focus on the bigger picture presented by long-term performance trends. While we're always happy to dive into quarterly results on analyst calls to deliver news of our recent earnings, discuss the business issues the day as we did throughout fiscal 2023 and again in Q1. The longer-term context or perspective can be lost in some of those discussions. Happily, this year's meeting is shortly after our 20th anniversary as a publicly participated TSX-listed company. This milestone provides a perfect backdrop to a more meaningful discussion of business achievement and success. Two decades gives us this the appropriate lens through which we -- to view the effectiveness of our business model and growth strategies, especially the 2 decades that began in 2004. This period included the global financial crisis of 2008, the liquidity event of 2017, the COVID-19 pandemic and last year's U.S. regional banking failures, all stress testing events. Our success in the face of these events shows the resilience of the business model and the approach to risk management that allowed the bank to sail through adverse conditions. EQB has gained ground throughout this 20-year period. In fact, profits have increased annually every year in our history on the TSX. Heading into our IPO, we had annual net earnings of $9.3 million, total assets of $1.1 billion, mostly mortgage loans and the GTA, deposits of $992 million and 40 employees. Last year, we earned $364 million, a 20% annual compound growth rate over 20 years. This past year, our combined assets under administration management topped $111 billion. Total deposit principle was $36.1 billion, and we employed over 1,700 first-rate bankers from coast to coast. Of course, some industry metrics changed for the times. Our Tier 1 capital ratio was 9.3% in 2003, while it was 14.6% at our most recent year-end, reflecting a bigger and a stronger bank. Our shareholders have benefited from this long-term growth, with total return inclusive of dividend payments surpassing our big 5 Toronto-based bank competitors over the 20-year period. By considering this progress and how much has truly been achieved, the inescapable conclusion is that EQB must be doing something right and doing it consistently. We are -- our deliberate focus on capital allocation, ROE and retaining and reinvesting most of our earnings to build our franchise is paying off and is an investable thesis for the years ahead. But there's more to EQB than just it's track record of proven value-creation method. For me, what stands out is how we created the category of Challenger Bank in Canada and how we continually delivered on our purpose of driving change in Canadian banking to enrich people's lives. Our purpose was born from a deep-seated desire to give customers better service. Our thinking then and now is to do sensible yet critical things day in, day out to wow our customers and really try to be a positive force for changing Canadian banking to improve people's lives. Sometimes, it seems like slow progress. Again, we're a bank and things that are done here with care that sometimes demands a more measured cadence. But taking a moment to stand back, shows how far we've come in serving that purpose. The launch of EQ Bank and our [indiscernible] digital bank brand in 2016 were watershed events for EQB. Today, more than 440,000 Canadians were on EQ Bank, which has deposits on hand approaching $8.5 billion. EQ Bank is bringing enormous value to our customers. EQ has transformed what banking is all about by creating a radically new type of account that delivers interest the way savings accounts should with easy ways of moving money and pay bills that are [indiscernible] associated with the functionality of a checking accounts. And we're only just getting started. Watch to see what we will achieve over the next 20 years, including this year with the launch of EQ Bank for small business. I believe we have a unique culture of care for our customers and are passionate to delivering fast, fantastic service that will stand the test of time and continue to make our bank a competitive force for good in the industry. Many people deserve thanks for being part of this success, our customers for believing in us, our business partners who work alongside us, our friends in fintech who have empowered our journey, our loyal shareholders for their trust and our incredible employees has seen what is possible in our business and show up every day to make that happen. Thank you all. I will close with a few thoughts on the here and now. We plan to make fiscal 2024 another year of meaningful value creation. I'm optimistic that Bank of Canada will start using interest rates to fall on, although didn't move this morning. This will unlock more demand in the mortgage market and provide welcome relief to our customers as they renew their loans. We're also pleased to see government support for the construction multi-unit residential housing, an asset class that is a core focus of our commercial lending operations. Internally, we're excited to be working together with our new partners at ACM Advisors to investigate opportunities to grow in the field of alternative asset management. This is a new frontier for EQB, one that holds considerable long-term promise. We also have many opportunities ahead to create value by serving our credit union partners and their members. In the final analysis, our bank has an industry-leading long-term track record, but we are determined to approve upon the prove -- we are determined to improve upon improvement on your behalf. In closing, I'd like to thank the members of our management committee, Chadwick Westlake, our Chief Financial Officer, who is here to ask any questions you may have; Dan Broten, our Chief Technology Officer; Marlene Lenarduzzi, Chief Risk Officer; Darren Lorimer, Group Head Commercial Banking; Mahima Poddar, Group Head Personal Banking; and Gavin Stanley, Chief Human Resources Officer. These executives come together as a strong team and have developed a deep bench in their respective areas of responsibility, that means so that we can continue to build out the bank for the next 20 years. Well, generally, thank you to the entire Equitable team. These are the real [indiscernible] of our business. They show up day in and day out to address customer concerns, make great credit decisions, ensure the interest rate risk in the banking book is being managed closely, fill the latest digital features in EQ Bank to wow our customers and all the other skills and energy needed to run a great bank. Thank you all. Now back to our Chair, Mike.

Great. Thank you very much for that. So now it's time for the question period. For shareholders and duly appointed proxy holders who wish to ask a question, please select the messaging icon on their screen and follow the instructions. At our end, Michael Mignardi will summarize your question and read loud your name and, if applicable, the entity you represent. If your question has already been asked by another shareholder and answered, we'll move to the next question. We'll pause here to compile any questions. Michael, have we received any questions?

Mr. Chair, there are no questions in the queue.

Thank you very much, Michael. So given there are no questions, I will sign off by saying thank you for participating and reminding you that our door is always open for shareholder engagement during the year. Thank you, and have a good day.