Interfor Corporation (IFP) Earnings Call Transcript & Summary

Welcome to Interfor's 2020 Annual General Meeting. [Operator Instructions] I would now like to turn the call over to Mr. Ian Fillinger. Please go ahead, sir.

Good afternoon. On behalf of our Board of Directors, I would like to welcome you to the 2020 Annual General Meeting of Interfor Corporation. My name is Ian Fillinger, and as a member of the Board, I will chair the meeting today. We welcome shareholders who are present in person and shareholders and guests who are listening by telephone today. Given the public health advice regarding COVID-19 epidemic, we have taken special measures to protect the health and safety of our shareholders, directors, employees and guests during this meeting. One such measure is providing a conference line so that shareholders and guests can follow the business of this meeting without having to attend in person. If you are listening by telephone, your line will be muted for the duration of this meeting. We invited shareholders who have questions for us to submit their questions before the meeting. No questions were submitted before this meeting. We will be holding our regular quarterly analyst conference call tomorrow morning, and we have provided the dial-in details in our news release of April 7. To facilitate physical distancing at this meeting, both Lawrence Sauder and Tom Milroy, the 2 company nominated proxy holders, named on each proxy and holder information form, have appointed Xenia Kritsos as their substitute proxy holder to attend and act on their behalf at this meeting. I will now ask those individuals who are present in person at the meeting to state their name and relationship to the company so that the Scrutineer may take roll call.

Xenia Kritsos, General Counsel and Corporate Secretary of Interfor.

I would now like to call the meeting to order. Xenia Kritsos will serve as Secretary of this meeting. With the consent of the meeting, I will appoint Marissa Beintema of Computershare Investor Services Inc. to act as Scrutineer for this meeting. Only shareholders of the company on record at close of business on March 10, 2020, or their duly appointed proxy holders are entitled to participate in and vote at this meeting. Proxies were required to be submitted by the proxy cut off at 12:00 p.m. on May 5, 2020. Voting at this meeting will be shown by hands unless a poll is requested by me or a shareholder or proxy holder who is in person and entitled to vote at this meeting. The Secretary has now confirmed that the notice of the meeting, notice of electronic availability of the meeting materials and proxy form were mailed to all shareholders of record as of close of business on March 10, 2020. Unless there is an objective -- objection, I will dispense with the reading of the notice of the meeting. Computershare's affidavit of mailing is available if any shareholder wishes to examine it and will be filed within the minutes of this meeting. Copies of the notice of meeting, proxy form and information circular are available on [email protected]. According to the preliminary report of the Scrutineer, there are 69 shareholders present in person or by proxy, holding 46,269,200 common shares of the company. I declare that a quorum is present and that this meeting is duly and properly constituted for the transaction of business. First item of business is a presentation of the company's consolidated financial statements and the auditor's report for the year ended December 31, 2019. Copies of the financial statements and auditor's reports are available on [email protected]. Unless there is an objection, I will dispense with the reading of the auditor's report. The next item of business is setting the number of directors. The number of directors was last set by the shareholders at 10, and the directors recommended that this number be increased to 11. I move to resolve that under Article 11.1 of the articles of the company, the number of directors of the company be set at 11.

I second the motion.

Is there any discussion on the motion? If there's no further discussion, I ask that those persons in favor, signify by stating yes and indicating your name. Those oppose, please, signify by stating no and indicating their name.

Yes. Xenia Kritsos.

I declare the motion carried. The next item of business is the election of directors. The information circular for this meeting sets out the company's director nominees. They are Ian Fillinger, Christopher Griffin, Jeane Hull, Rhonda Hunter, Gordon MacDougall, Eddie McMillan, Thomas Milroy, Gillian Platt, Lawrence Sauder, Curtis Stevens, Doug Whitehead. Each of these nominees has consented to act as a director for the company. Shareholders who intend to nominate candidates for the director at this meeting are required under the articles of the company to provide advanced notice of their intention. But no such notice has been received. Therefore, I declare the nomination closed. I move to elect each of the individuals nominated in the information circular as a Director of the company to hold the office until the next Annual General Meeting of Shareholders.

I second the motion.

Is there any discussion on the motion? If there is no further discussion, I shall ask that those persons in favor, signifying by stating yes and indicating your name.

Yes. Xenia Kritsos.

The next item of business is to reappoint KPMG LLP, the company's auditor until the next Annual General Meeting of Shareholders and to authorize the Board to set the auditor's remuneration. I move to appoint the KPMG LLP as auditor of the company to hold the office until the conclusion of the next Annual General Meeting and a remuneration to be set by the Board of Directors of the company.

I second the motion.

If there's no further discussion, I ask those persons in favor by signifying yes and indicating your name.

Yes. Xenia Kritsos.

Shareholders have the opportunity to cast a say-on-pay advisory vote. It gives shareholders the opportunity to indicate their acceptance of the Board's overall approach to executive compensation set out in the information circular. The vote is nonbinding, but the Board will consider the outcome of the vote as part of its ongoing review of executive compensation programs at Interfor. I move to resolve that on an advisory basis only and not to diminish the role and responsibilities of the Board of Directors, the shareholders accept the approach to executive compensation disclosed in the management information circular of the company dated March 10, 2020, delivered in connection with this meeting.

I second the motion.

Is there any discussion on the motion? If there's no further discussion, I shall ask those persons in favor by signifying, stating yes and indicating their name. Those oppose, by signifying and stating no, indicating your name.

Yes. Xenia Kritsos.

I declare the motion carried. This completes the formal business of the meeting. Since there are no other matters to come before the meeting, I move to terminate the meeting.

I second the motion.

Those people in favor, signify, stating yes and indicating your name. Those opposed by signifying, stating no and indicating your name.

Yes. Xenia Kritsos.

The motion has been carried. I declare the meeting terminated. Ladies and gentlemen, I would like to thank you for taking time to attend this meeting.

This concludes today's conference. You may now disconnect.