Gibson Energy Inc. (GEI) Earnings Call Transcript & Summary

Welcome to the Annual and Special Shareholder Meeting for Gibson Energy. My name is Jim Estey, and I am Chairman of the Board. In accordance with the bylaws of the company, I will act as Chair of the meeting. I will now call the meeting to order. Due to the ongoing nature of COVID-19 pandemic, this meeting is being held virtually to ensure for the utmost safety of our attendees. We are confident that in the not-so-distant future, we can welcome our shareholders, employees and other stakeholders to this meeting in person. This is something we are greatly looking forward to. We remain very proud of our company and people and the resilience that they have shown during these unprecedented times. We continue to focus on the safety of our employees, our commitment to our customers and supporting the communities, which we live and work in. For that, I would like to extend a heartfelt thank you to our dedicated employees, management team and my fellow Board members for all of your accomplishments in 2021. In addition, I would like to thank our shareholders for their support of our company during these times. Now on to the formal portion of this meeting. First, we will deal with the formal business of the meeting, followed by a corporate presentation and remarks by Gibson's CEO, Steve Spaulding. Before we begin, I would like to welcome the other Board members who are online with us today: Doug Bloom, Jim Cleary, Judy Cotte, Heidi Dutton, John Festival, Marshall McRae and Peggy Montana. As this is our first AGM, I would like to extend a special welcome to Heidi Dutton who recently joined the Board. Online with us today are officers Steve Spaulding, President, CEO and a Director; Sean Brown, SVP and Chief Financial Officer; Kyle DeGruchy, SVP, Commercial; Omar Saif, SVP, Operations and Engineering; and Sean Wilson, SVP, Chief Administrative Officer and Stability Lead. In order to deal with the formal portions of the meeting as efficiently as possible, we have prearranged designated shareholders to move and second motions. This is in no way intended to discourage any comments, question or discussion on any motions that we are about to make at this meeting -- sorry, accessibility to all of our shareholders regardless of physical location to participate, submit questions or vote. Only registered shareholders who held shares in their names as of the March 21, 2022, the record date of this meeting, or their appointed proxy holders are entitled to vote on resolutions presented at this meeting. Questions can be submitted by registered shareholders and duly appointed proxy holders electronically on the virtual platform by following the instructions on the platform. The company's Corporate Secretary and CFO will assist in reviewing and responding to any questions. Consistent with the company's corporate practice, Kevin Gertken, the company's General Manager of EH&S, will present a brief safety moment at the start of the meeting. Kevin?

Thanks, Jim, and thank you all for tuning in today. This week, we are supporting the Canadian Mental Health Association and their national Mental Health Week. This year's focus is on the importance of showing empathy towards others when they are struggling, trying to put ourselves in their shoes to better understand and support them. Over the past 2 years, as the world has been faced with a common problem, we've lived together through a long and grueling pandemic. Empathy might, in fact, be the silver lining to all of this. Whatever our circumstances, it's clear that we all need to feel seen and heard, be there for each other when times are hard and be ready to listen. You don't have to agree to understand and you don't have to fix it to help. Contact your local Canadian Mental Health Association for more information.

Thank you, Kevin. Jessica Ferguson will act as Secretary of the meeting; and Kyle Gould, a representative of our transfer agent, will act as Scrutineer. I have received the declaration of mailing from the transfer agent, confirming that the proxy materials and financial statements have been duly mailed to shareholders. This declaration will be kept by the secretary with the minutes of the meeting. The reading of the notice of meeting will be dispensed with. The Scrutineer's report has been received, and it shows that a quorum, as required by the company's bylaw, is present. I now declare that the meeting is called to order and properly constituted for the transaction of business. To my knowledge, each resolution considered today will be passed by the proxies deposited in advance of the meeting. We will conduct voting by electronic ballot on all matters. Voting will be open for all resolutions at the same time, which will allow you to choose to vote on each resolution immediately or wait until the conclusion of discussions on each resolution prior to casting your vote. To vote, simply click on for or withheld or against as applicable. You will see confirmation immediately above the voting buttons once you have submitted your choice. There will be an opportunity to ask questions on each resolution in turn. Once discussions on all items of business have been concluded, voting will be closed on all resolutions. The results will be tallied by the Scrutineer once voting is completed and will be provided at the end of the meeting at the formal portion of the meeting. The polls are now open on all resolutions. The first item of business is the presentation of the audited financial statements for the year ended December 31, 2021. If there is no objection, the reading of such financial statements will be dispensed with. There are extra copies of the financial statements available to shareholders upon request and are available on our website and on SEDAR. The next item of business is the election of directors. As noted in the company's information circular, our bylaws contain advance notice provision, which provides a procedure to be followed for the nomination of directors at the meeting of shareholders of the company. In accordance with the advance notice provisions, the only individuals entitled to be nominated as directors at this meeting are the persons named as nominees in the company's information circular. James Estey, Doug Bloom, Jim Cleary, Judy Cotte, Heidi Dutton, John Festival, Marshall McRae, Peggy Montana and Steve Spaulding are hereby nominated as directors of the company to hold office until the next annual election of directors or until their successors are elected or appointed, subject to the provisions of the Business Corporations Act and the bylaws of the company. In accordance with our majority voting policy, the election of directors will be conducted by allowing registered shareholders and proxy holders to electronically register votes for or to be withheld for each individual. Jessica, have any questions been received on the nominations?

No.

Thank you, Jessica. If there are no further questions, please cast your vote for each individual director now if you have not already done so. [Voting]

The next item of business is the appointment of the auditors.

Mr. Chair, my name is Brigitte Mitschke, and I propose that PricewaterhouseCoopers LLP, Chartered Professional Accountants, be appointed auditors of the company until the next annual meeting or until their successors are appointed and that their remuneration, as such, be fixed by the Board of Directors.

Thank you.

Mr. Chair, my name is Chloe Mansfield, and I second the motion.

Thanks, Chloe. Jessica, have any questions been received on this motion?

No.

Thank you. If there are no further questions, please vote on the motion now if you have not already done so. [Voting]

The next item of business is the advisory vote on executive compensation, which is described in detail in the company's information circular.

Mr. Chair, I move that the ordinary resolution in respect of the advisory vote on executive compensation, as described in the detail in the information circular relating to the meeting, be approved.

Mr. Chair, I second the motion.

Jessica, have any questions been received on this motion?

No.

Thank you, Jessica. If there are no further questions, please vote on this motion now if you have not already done so. [Voting]

The next item of business is the special resolution on the approval of the unallocated awards under the Equity Incentive Plan, which is described in detail in the company's information circular.

Mr. Chair, I move that the ordinary resolution in respect to unallocated awards under the Equity Incentive Plan, as described in detail in the information circular relating to the meeting, be approved.

Mr. Chair, I second the motion.

Thank you. Jessica, have any questions been received on this motion?

No questions.

Thank you. If there are no further questions, please vote on all motions now if you have not already done so. [Voting]

As there are no further motions, voting on all motions is now closed. I have been advised by scrutineers that the results are more than 50% in favor of each director and in accordance with legal requirements and our majority voting policy. Those nominated are duly elected directors. I have also been advised by the Scrutineer that all other motions have been carried. That concludes the formal portion of the meeting. And I direct that the Scrutineers' report be kept by the Secretary with the minutes of the meeting. The Chair would entertain a motion that the formal portion of the meeting be terminated.

Mr. Chair, I move that the meeting be terminated.

Mr. Chair, I second the motion.

Thank you. Carried. I declare the meeting terminated. We will now move to a brief presentation by Steve Spaulding, which should be available for you through our virtual portal.

Thanks, Jim. Good morning, everyone, and thank you for joining us again for our 2022 Annual General Meeting. I will try to keep my remarks brief as we just came off our Q1 conference call. First, I hope everyone listening today is staying safe and healthy. As we move out of an extensive public health measures and into a realm of learning how do we really live with the risk associated with COVID-19 and future variants, at Gibson, our goal has been to get back to a normal workplace environment as much as possible, but do it in a safe and logical manner. We remain vigilant in assessing risk and keeping our people safe. Thus, I want to recognize and thank our employees who have again demonstrated resilience and focus this past year. It is because of this perseverance and safely executing our business strategy that I can speak to our financial and operational successes of 2021 and our strong start to 2022. We continue to reinforce our position as a leading liquids-focused infrastructure business and demonstrate our progress in advancing our sustainability and ESG goals. Reflecting back at our 2021 successes, we have maintained a disciplined approach and delivered on all facets of our business strategy. We were in a position to continue a consistent annual dividend growth, which was increased by $0.02 per share per quarter to $0.37 per quarter or an annual amount of $1.48 per share. We also saw the restart of commercial discussions, which led to the sanction of several new projects, including new tank at Edmonton and the biofuels and blending project under a 25-year term also at our Edmonton Terminal. In December, we fully commissioned our DRU at Hardisty, on time and on budget. We believe this and future phases will improve netbacks for producers, driving increased oilfield and related business activities and creating new jobs and helping revive our communities. Now shifting focus to our strong balance sheet and our financial results. We saw a 17% increase in infrastructure adjusted EBITDA from 2020. If you look at our infrastructure growth over the past 5 years, you'll see that we have grown 17% annually, or a CAGR, which truly reflects our ability to deploy capital in what we think are the highest quality projects in our sector. We continue to maintain a fully funded position for all capital and ample cushion really for additional projects. Between our credit facilities and cash on hand, we have over $650 million available liquidity as of December 31. Shifting to ESG. This is another part of our business that we have meaningfully advanced in 2021. In all of the E, S and G fronts, we set deliverables in 2025 and 2030 as we believe it's important that we have credible near-term targets to drive meaningful change. To further our commitment to our environmental goals, our resolve to reduce greenhouse gas intensity and absolute emissions across all our business units, we also set a path forward to achieve a net 0 by 2050. To ensure alignment and accountability and progressing our ESG journey, our employees' short-term incentive programs has an industry-leading 35% related to our E, S and G efforts by becoming the first public energy company in North America to fully transition its principal syndicated revolving credit facility into a sustainability-linked facility. Our capital structure also benefits from ESG successes. Reflecting on our social and government (sic) [ governance ] goals, we've made some real progress over the past 12 months. We're well on our way where 50% of our vice presidents-above identify as women, racial or ethnic representation. Our target is for women to comprise 43% of the overall workforce by 2030 with a milestone of at least 40% by 2025. We believe we need to support the communities in which we live and operate. I'm most proud of how our employees are contributing and participating in community investments programs. In 2021, our total program contribution totaled over $1.4 million with over 400 charitable causes supported. Probably what I'm most proud of is 95% of our employees participated in this program. And on the safety front, we achieved a TRIF score in 2021 of 0.43, which is the lowest score in our company's history and puts Gibson in the top quartile of industrial peers. In all, we believe we have well positioned Gibson as a great fit for ESG-minded investor. And we have the lowest carbon intensity for all our peers. And the steps we have taken have earned us a very strong ESG rating from major agencies. In summary, we will continue to grow opportunities around our traditional assets, but I'm also very excited about the new growth opportunities around the DRU and in the energy transition space. It is our strong balance sheet and our firm commitment to ESG goals, which remain pivotal to us going forward and reaching our deliverables. We will remain nimble in our approach and continue to evolve our business strategies and generate very attractive risk-adjusted returns for our shareholders. Thank you. I will now open the meeting for any questions. Being no questions, I want to thank everyone for attending the 2022 General Gibson Energy Annual and Special Meeting. Please be safe, and have a great day.