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

Good morning, and welcome to the Annual Shareholders Meeting for Gibson Energy. My name is Jim Estey, and I am the Chairman of Gibson Board. In accordance with the bylaws of the company, I will act as Chair of the meeting. Given the importance of safety within the Gibson culture, we will start today's meeting with a safety moment from Karl Woolfsmith, our Manager of EH&S field support. It will be followed by a land acknowledgment from Mirela Hiti, our Director of Engineering, and an induction of the directors and officers who are joining us today either in person or virtually. Following completion of these preliminary matters, we will then move into the formal portion of the meeting, during which you, our shareholders and duly appointed proxy holders, will vote on 3 matters set forth in the management information circular. Finally, our President and CEO, Steve Spaulding, will provide a presentation highlighting Gibson's 2023 accomplishments. It will be followed by a question-and-answer period, which shareholders and proxy holders are invited to ask questions of our directors and executive management. As announced earlier this year, Steve intends to retire from Gibson, but will continue to serve as President and CEO and remain on the Board of Directors until a successor has been appointed. As this will be Steve's last AGM at Gibson, on behalf of the Board, I would like to thank him for his many contributions and for his leadership during the past 7 years. He played a critical role in the transformation of Gibson's business to focus on energy infrastructure and drove operational excellence across the organization. Under Steve's leadership, Gibson accomplished industry-leading performance in health and safety and completed the largest transaction in the company's history. Thank you very much, Steve. At the conclusion of our program, the directors and senior management will be available to answer any questions you may have. I will now call on Karl to provide a safety moment.

Thank you, Mr. Chair. In the coming weeks, we are supporting the Canadian Mental Health Association and their national mental health campaign with a specific focus on a call to be kind. We all have the capacity to be compassionate and we know that in doing so, we make an enormous difference. In a world plagued by suffering, we emphasize that kindness is equally intrinsic to our humanity. Each year, 1 in 5 Canadians will experience a mental health illness or issue but all of us, and that's all of us as Canadians, have the ability to be kind. We all have different yet equally valuable stories. For additional support or resources, reach out to your local Mental Health Association.

Thank you. I would now ask Mirela to provide a land acknowledgment.

Thank you, Mr. Chair. In the spirit of respect, reciprocity and truth, Gibson honors and acknowledges that it's headquartered on the traditional territories of the people of Treaty 7, which includes the Blackfoot Confederacy, Siksika, Kainai, Piikani, Tsuut’'ina, Îyâxe Stoney Nakoda Nations, and Métis Nations of District 4, 5 and 6. Our work also spans many lands across Turtle Island, where the histories, cultures and traditions of indigenous peoples are embedded. We recognize the land and water and the benefits they provide all of us and are grateful for generations past, to traditional knowledge keepers and elders who are with us today, and future generations will continue to inspire and share their homeland with us. For me, land acknowledgment is a reminder of how blessed I am to have a home on this beautiful land by virtue of generosity and kindness of indigenous peoples. And I'm proud of Gibson's incredible volunteering efforts which take on traditional nations' wisdom of kindness and generosity to others. Through Gibson's generous Gibson GIVES program, I'm grateful in Gibson and empowers me to do my small part and, in the spirit of reconciliation, volunteer with organizations, which are addressing in equities, disproportionately impacting indigenous peoples in our community. Thank you.

Thank you, Mirela. I would also like to take a moment and build off Mirela's comments on volunteering and how Gibson is committed to making an impact. Our student and new grad community has just -- is just one example of how our employees give back. In 2023, Gibson celebrated its 70th anniversary and our employees set a company record with over 9,000 hours of volunteer. For 3 years now, we have partnered with Youth Central, a Calgary-based organization dedicated to providing programming and a safe space for individuals 12 to 18. In supporting Youth Central, Gibson invests in the future, empowering young people to become compassionate and community-orientated leaders. I'd like to thank the student and new grads at Gibson for their hard work and commitment. There are a few representatives of this group with us today. And I'd ask you to stand Cameron Ho, Renae McArthur and [ Andre Spico ]. Prior to commencing the formal business of the meeting, I would like to welcome the other members of the Board who are present in person or online with us today and standing for reelection at today's meeting. I would ask you to stand when I state your name: Doug Bloom, Judy Cotte, Heidi Dutton, Maria Hooper, Diane Kazarian, Peggy Montana, Khalid Muslih, Craig Richardson, Steve Spaulding. As this is their first Gibson AGM, I would like to extend a special welcome to Maria, Khalid and Craig, who recently joined our Board. I would also like to acknowledge that Jim Cleary, I saw him, is not standing for reelection at this year's meeting. Jim joined the Board in 2013 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 Gibson, including as the Chair of the Health and Safety Committee, where under his leadership, we have had consistent leading industry safety performance. He has played a significant role in shaping Gibson's evolution and strategy and his leadership, business acumen and dedication will be missed. Thank you, Jim. In addition to our directors, we have the following members of our executive management team joining us today: Steve Spaulding, President, CEO and Director; Sean Brown, SVP and Chief Financial Officer; Omar Saif, SVP and Chief Operating Officer; and Sean Wilson, SVP and Chief Administrative Officer. I will now proceed with the formal business of the meeting. To deal with the formal portion of the meeting as effectively 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 motion. Only registered shareholders who held shares in their name as of the 18th of March 2024, the record date of this meeting, or their duly appointed proxy holders are entitled to vote on the resolutions presented to this meeting. Should any registered shareholder or duly appointed proxy holder present in person at this meeting wish to speak on a matter, please raise your hand and approach the mic set up in the aisle so that you can be heard on the webcast. For those registered shareholders and duly appointed proxy holders who have joined us online, questions and comments can also be submitted electronically on the Lumi platform by following the instructions on the platform. Unless your questions or comments relate to a specific motion being considered at that time, please hold your comments until the question-and-answer period following the formal part of the meeting. The Annual General Meeting of the shareholders of Gibson Energy Inc. will now come to order. I appoint Sean Wilson, our Secretary, to act as Secretary. I appoint as Nazim Nathoo of Odyssey Trust Company to act as scrutineer. I have received a declaration prepared by Odyssey indicating the Notice of the Meeting, Information Circular, Form of Proxy were mailed or delivered on the 28th of March 2024 to shareholders of record the 18th of March 2024. With consent, the reading of the Notice of Meeting will be dispensed with. The Secretary is requested to keep a copy of the Notice of the Meeting and Odyssey's declaration with the minutes. The scrutineers have provided me with an attendance report for the meeting. And I declare that the requisite quorum 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 voting by electronic ballot on all matters. Voting will be open on all resolutions at the same time, which will allow you to choose to vote on each resolution immediately or wait until the conclusion of discussion on each resolution prior to casting your vote. For those who have not voted yet, simply click for, withhold or against as applicable. On your Lumi device, if virtually attending, 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 be closed on all resolutions. The results will be tallied by the scrutineer once the voting has been completed and will be provided at the end of 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, 2023. The shareholders will not be asked to approve financial statements tabled. However, Sean Brown will be available to answer any questions concerning financial statements you may have during the question-and-answer period following the formal portion of the meeting. In addition, 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. Nominees are set forth in the company's information circular, being James Estey, Douglas Bloom, Judy Cotte, Heidi Dutton, Maria Hooper, Diane Kazarian, Margaret Montana, Khalid Muslih, Craig Richardson and Steve Spaulding. The company's bylaw contained advanced notice provision that requires advanced notice to the company of any other director nominees. And since no such notice was received, the nomination for directors is now closed. May I please have a motion on the elected directors?

My name is Haley Glass, and I add shareholder value by ensuring Gibson operates sustainably and is a responsible steward of the environment and good corporate citizen. I nominate each of the individuals you have listed and I move that each nominee be elected as a director 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, Haley. You might notice we require the people that come up and put forward a motion and second to tell us how they've added value. And Haley, you do a great job in ESG, so congratulations. Serge?

Mr. Chair, my name is Serge Paquette, and I add shareholder value by finding and developing new opportunities in our Infrastructure segment that drive organic growth and EBITDA for the company. I second the motion.

Thank you, Serge. Mr. Wilson, have any questions been received on the nomination?

No, Mr. Chair.

Thank you. If there are no further questions, you may cast your vote at this time if you've not already done so. Next item of business is the appointment of auditors for the ensuing year. May I please have a motion for the appointment of auditors?

Mr. Chair, my name is Lucy Heinke. I add shareholder value by driving marketing revenue through execution of time-based and locational arbitrage. I propose that PricewaterhouseCoopers LLP, chartered professional accountants, be appointed auditors of the company until the next annual meeting of the shareholders or until their successors are appointed and that their remuneration, as such, be fixed by the Board of Directors.

Thank you, Lucy. May I please have a seconder for this motion?

Mr. Chair, my name is Mohamed Borhot, and I contribute to shareholder value by developing and implementing a cybersecurity program to help safeguard our digital assets against cyber threats. I second the motion.

Thank you, Mohamed. This portion is now open for discussion and questions. Mr. Secretary, have any questions been received on the motion?

No, Mr. Chair.

Thank you, Sean. If there are no further questions, you may cast your vote at this time if you have not already done so. Haley, you're getting ahead of things here. You're not on this page.

I'm following the queue.

You're keen. You're too keen. Go ahead -- oh, sorry, may I please have a motion on this? They're going to be looking for a new Chairman soon, if they haven't already started. Go ahead.

Mr. Chair, I move that the shareholders accept the approach to executive compensation disclosed in the Management Information Circular delivered in advance of the 2024 Annual Meeting of Shareholders.

Thank you, Haley. May I please have a seconder for this motion?

Mr. Chair, I second the motion.

Mr. Secretary, have we any questions on this motion?

No, Mr. Chair.

Thank you, Sean. If there are no further questions, you may cast your vote at this time if you're not already done so. [Voting]

Now that all scheduled matters have been voted upon, we will pause for a moment while the results are tabulated. It's a quick moment. I have been advised by the scrutineer that the results are more than 50% in favor of the nomination of each of the incumbent directors. Therefore, in accordance with legal requirements and our majority voting policy, I declare those nominated are duly elected directors. I have also been advised by the scrutineers that all other motions presented today have been carried by a majority of shareholders. That concludes the formal portion of the meeting, and I direct the scrutineer's report be kept by the secretary with the minutes of the meeting. I will now ask for a motion to -- for the formal portion of the meeting to be terminated.

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

Thank you, Lucy. May I please have a seconder?

Mr. Chair, I second the motion.

Thank you, Mohamed. I declare the meeting terminated. Thank you to our shareholders who have participated in the meeting today. I would like to now turn the meeting over to Steve Spaulding, our President and CEO. After Steve's presentation, the Board and management will be happy to answer any questions. At that time, if you have any questions, please raise your hand. And once you're acknowledged, please approach one of the microphones so that your question can be heard on the webcast. If you have joined us online, you may submit your questions through the Lumi portal. One of Gibson's representatives will answer your question on our behalf. Steve, the floor is yours.

Thanks, Jim. Good morning, everyone, and thank you again for joining us today for our 2024 Annual General Meeting. I will keep my remarks brief as we just got off our first quarter conference call. First, I will touch on the highlights of 2023. And before I conclude our update, I will provide some brief remarks regarding my announcement for my retirement. 2023 was a strong and historical year for Gibson. We continue to deliver strong and consistent financial results. In our Infrastructure segment, we set a record for the company of segment EBITDA of $494 million. This breaks our previous record of $442 million, which was set the previous year and speaks to the growth and stability of our Infrastructure business. Given our financial performance and increased contribution from our Infrastructure segment, we also increased our quarterly dividend by $0.02 or 5% to $0.41 per share which equates to an annual amount of $1.64 per share. As always, we continue to see significant value and offerings to our shareholders with consistent dividend growth, and we believe this increase reflects -- increasingly reflects the continued growth and long-term stable infrastructure business. And speaking of historical years, we completed the largest transaction in the company's history and advanced our infrastructure growth strategy through the acquisition of the Gateway Terminal, one of only 2 Texas Gulf Coast terminals with very large crude carriers, or VLCC, capabilities. This expanded our footprint and connectivity to the world-class Permian Basin and provides a platform for future infrastructure growth with existing and new customers. Looking at our Canadian operations, we placed a new tank in service at our Edmonton terminal in support of the TMX pipeline on time, on budget and underpinned with a long-term take-or-pay contract with an investment-grade customer. We also sanctioned the construction of 2 new tanks representing 870,000 barrels of new tankage in Edmonton. From an ESG perspective, last fall, we released our sustainability update report which outlined our notable milestones, which takes us a step closer to achieving our 2025 and 2030 targets. Some notable highlights include achieving top quartile safety performance among our North American peers for the third consecutive year, announcing a 15-year renewable power purchase agreement with Capstone Infrastructure and the Sawridge First Nation and maintaining a first-in-class position in employee participation in our community giving program, with a rate of 95% participation. Gibson was also acknowledged by the key global recognized ESG rating agencies for its performance, transparency and management of ESG issues reaffirming its position as a global leader in sustainability. This included a fourth consecutive A- in a row score from CDP, the Carbon Disclosure Project, and a AAA rating from MSCI. In summary, we continue to deliver strong and sustainable results. Looking forward to 2024's first quarter results indicated a great start for the year. We are focused on safe execution and delivery of strong financial results, which includes furthering our contract discussions with our Gateway customers and continued construction of the 2 new tanks, TMX -- to support TMX out of our Edmonton terminal. In closing, I'd like to provide some brief remarks regarding my intention to retire this year. It has been a privilege to lead the Gibson team for the last 7 years. Together, we have built a strong operational and financial foundation, extended our infrastructure platform, created peer-leading value for our shareholders and successfully positioned Gibson for future growth. I'm confident in our team's ability to build off this momentum and drive further long-term growth and value creation. I'd also like to thank Jim and the Board really for giving me this opportunity over the last 7 years, being there and supporting us over the last 7 years and guiding us over the last 7 years. Thank you. I will now open the meeting for any questions. As we do this, we will pause on our adversary questions or statements before we conclude. Thank you all for attending the 2024 Gibson Energy Annual Meeting. Please be safe and have a great day.