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

Good morning, and welcome to the Annual Shareholder Meeting for Gibson Energy. My name is Jim Estey, and I am Chair of the Board of Gibson. In accordance with the bylaws of the company, I will act as Chair of this meeting. As you are aware, this event is being conducted as a hybrid meeting, allowing our shareholders to participate in person in Calgary or online through the Lumi portal. After the last couple of years, hosting our annual meeting fully on a virtual basis due to COVID-19 health restrictions, it's nice to have the opportunity to interact directly with those shareholders who have joined us in person today as well as those who are online also. Thank you for taking the time out of your busy day to participate in this important annual event. Given the importance of safety within the Gibson organization, we will start today's meeting with the safety moment from Kevin Gertken, our General Manager of Environmental, Health and Safety. This will be followed by a land acknowledgment from [ Megan Kutney West ], our indigenous talent engagement specialist, and then an introduction of the directors and officers who are joining us today. Following the completion of these preliminary matters, we will move to the formal part of the meeting, during which you, our shareholders, will vote on 3 matters set forth in our information circular. Finally, our President and CEO, Steve Spaulding, will provide a presentation highlighting Gibson 2022 accomplishments, which will be followed by a question-and-answer period, during which shareholders and proxy holders are invited to ask questions of our directors and executive management. At the conclusion of our program, refreshments will be served, and the directors and senior management will be available to answer any questions you may have that are not otherwise addressed during the question-and-answer period. I will now call on Kevin Gertken to provide a safety moment.

Thank you, Mr. Chair. This week, we are supporting the Canadian Mental Health Association and our National Mental Health Week. For Mental Health Week, the focus is on #mystory. Collectively and individually, we have multiple layers and stories that make us who we are. Each year, 1 in 5 Canadians experience a mental health illness or mental health issue. But 5 in 5 of us, that's all of us, have mental health. We all have different yet equal, valuable stories. We encourage you to share your story by using #mystory and #mentalhealthweek to shine a light on your personal journey or how your community supports the mental health of others. Contact your local Canadian Mental Health Association for more information.

Thank you, Kevin. I will now ask [ Megan Kutney West ] to provide the land acknowledgment.

Thank you, Mr. Chair. Hello. I am coming to you from Treaty 7 Territory, on which I am a guest from Treaty 6 Territory. In the spirit of respect, reciprocity and truth, we honor and acknowledge Moh'kinsstis and the traditional Treaty 7 Territory and oral practices of the Blackfoot Confederacy: Siksika, Kainai, Piikani as well the Îyâxe Nakoda and Tsuut’'ina Nations. We acknowledge that this territory is home to the Metis nation of Alberta Region 3 within the historical Northwest Metis Homeland. Also, we acknowledge all nations who live, work and play on this land and who honor and celebrate this territory. Finally, we acknowledge that our work spans across many lands, where the histories, cultures and traditions of indigenous peoples are embedded across North America. We recognize the land and water and the benefits it provides all of us and are grateful for generations passed, the traditional knowledge keepers and elders who are with us today and future generations who will continue to inspire and share their homeland with us.

Thank you very much, [ Megan ]. Well done. Before I introduce our directors and officers that are joining us today, I would like to take this moment to recognize and acknowledge the strong community focus and spirit volunteering has that runs through Gibson. Our employees and contractors care deeply about the communities in which they live and work. And I'm proud to announce that over the course of 2022, Gibson employees set a new record of 6,584 hours of volunteer. I would now ask Tracy and Anita Miller to please come up here and face that way please. To your right -- sorry, to your left is Anita and to your right is Tracy. Anita is a longtime Gibson employee having started in our Hardisty office in 1983. You must have been like 8 years old when you started. And has always been active in her community, including serving its town mayor, the Hardisty Community Hall, the Hardisty AG Society and ALS. Anita has always been quick to lead by example in supporting the community and her fellow coworkers. Tracy is an employee in our Calgary office and a certified peer support worker. Her passion and commitment to support those in need is commendable. She aids individuals who are dealing with challenges related to homelessness and addiction. These are just 2 examples of the dedication and commitment Gibson employees have to their communities, and we intend to make donations to the charities of their choice. The efforts of our employees demonstrate not only during the workday but more broadly with charities is just one of the many reasons I am so proud and honored to be Chairman of Gibson's Board. Thank you. Prior to the commencement of the formal business of the meeting, I would like to welcome the other members of the Board who are present. I'd ask you to stand please. Doug Bloom, Jim Cleary, Judy Cotte. Or Judy's online, sorry. Heidi Dutton, John Festival, Diane Kazarian, Peggy Montana and Steve Spaulding. As this her our first AGM, I would like to extend a special welcome to Diane, who joined the Board in July of '22 and is already making a significant contribution. I would also like to acknowledge that Marshall McRae -- Marshall, are you standing up? Just kidding. That was on the script. It says it right here. I would also like to acknowledge Marshall McRae, who is not standing for reelection this year. Marshall joined the Board in 2011, and both the directors and management would like to take this opportunity to thank him for his many years of valuable service and contribution to the company. Marshall has paid a significant role in shaping Gibson's evolution and strategy, and his leadership and dedication will be missed. In addition to our directors, we have the following members of executives joining the team today. Steve Spaulding, President, Chief Executive Officer and a Director; Sean Brown, Senior Vice President and Chief Financial Officer; Kyle DeGruchy, Senior Vice President and Chief Commercial Officer; Omar Saif, Senior Vice President and Chief Operating Officer; and Sean Wilson, Senior Vice President, Chief Administrative Officer and Sustainability Officer. You've got a long title. We will now proceed with the formal business of the meeting. To deal with the formal portion 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, questions or discussions on any motions as we are excited about the ability to make this meeting accessible to all shareholders regardless of their physical location. Only registered shareholders who held shares in their name as of the 20th of March 2023, the record date of this meeting, or their appointed proxy holders are entitled to vote on the resolutions presented at this meeting. Should any shareholder or proxy holder present in person at the meeting wish to speak on the matter, please raise your hand and approach one of the mics set up in the aisle so that you can be heard on our webcast. For those shareholders who have joined us online, questions and comments can also be submitted by registered shareholders and duly-appointed proxy holders electronically on the Lumi platform. By following the instructions on the platform, the company's corporate secretary and CFO will assist in reviewing and responding to any submitted questions. Unless your question or comment relates to a specific motion being considered at the time, please hold your comments until after the formal portion of the meeting. The annual general meeting of the shareholders of Gibson Energy will now come to order. I will appoint Sean Wilson, our secretary, to act as secretary of the meeting. I will appoint Nazim Nathoo of Odyssey Trust Company to act as scrutineer. I have received a declaration prepared by Odyssey indicating that the notice of the meeting, information circular and form of proxy were mailed and delivered on March 31, 2023 to shareholders record March 20, 2023. With consent, reading of the notice of the meeting will be dispensed with. The secretary is requested to keep a copy of the notice of the meeting and Odyssey's declaration within the minutes. Scrutineers have provided me with the attendance record of the meeting, and I declare the requisite form of shareholders is present. The secretary is requested to keep the scrutineers' report with the minutes. I now declare that this meeting has been properly called to order and is duly constituted for the transaction of business. We will conduct the 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 the discussion on each resolution prior to casting your vote. To vote, simply click on For or Withhold or Against as applicable on your Lumi device and where indicated on the Lumi portal. 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 discussion on all items of business have been concluded, voting will close on all resolutions. The results will be tallied by the scrutineer once voting is completed and will be provided at the end of the formal portion of the meeting. 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, 2022, with the auditor's report herein. If there is no objection, reading of such financial statements and auditor's reports will be dispensed with. The shareholders will not be asked to approve financial statements tabled. However, Mr. Brown will be available to answer any questions concerning the financial statements you may have. In addition, there are extra copies of 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. I now declare the meeting open for nominations.

Hello, Mr. Chair.

Hi. How are you?

Good. Thank you.

What do you do at Gibson?

I'm our Vice President and Treasurer at Gibson Energy.

And what's your best -- biggest accomplishment so far this year?

So far this year, you've really amended the question from our discussion yesterday.

You're lucky I didn't ask today. What's your biggest accomplishment here. Sorry?

I would say 2 things. I think the strength of our balance sheet and having the opportunity to participate in the journey towards the -- to become the investment-grade company we are today, and I would also say being a part of the ESG and diversity and inclusion journey. And I think that that's a perfect segue to the nominations, which are a clear reflection of that.

Well done.

So with that, I'd like to put forward the nominations. I will note that we are very privileged here to have 44% women on our panel today. So I would like to nominate James M. Estey, Douglas P. Bloom, James J. Cleary, Judy E. Cotte, Heidi L. Dutton, John L. Festival, Diane A. Kazarian, Margaret C. Montana and Steven R. Spaulding as directors of Gibson Energy Inc. to serve until the next annual meeting of the shareholders or until their successors are duly elected or appointed. Thank you.

Thank you, Beth. The company's bylaws contain advanced notice provision that require advanced notice to the company of any other director nominees. And since no such notice was received, the nominations of directors are now closed. May I please have a motion on the election of directors? No, you're not going to get away that easy. Nice try. Where do you work at Gibson?

Human Resources.

What's your biggest accomplishment?

Biggest accomplishment, the launch of our mental health campaign this week and for this year and what that's going to look like. So the commitment, I think, that this organization puts through to the well-being of our employees and their families and the communities around mental health is a huge accomplishment. And I put that on top of my list.

Well done.

So Mr. Chair, my name is Ricardo Silvestro. I move that each of James M. Estey, Douglas P. Bloom, James J. Cleary, Judy E. Cotte, Heidi L. Dutton, John L. Festival, Diane A. Kazarian, Margaret C. Montana and Steven R. Spaulding as Directors of Gibson Energy Inc. be elected to serve until the next annual meeting of the shareholders or until their successors are duly elected or appointed.

Thank you, Ricardo. May I please have a seconder of that -- for that motion? Oh, you're not getting away. So where do you work other than having to put up with me?

On the paralegal and the legal department.

How long have you been at Gibson?

About 1.5 years, just over 1.5 years.

And it's a small world because? Your neighbor.