Interfor Corporation (IFP) Earnings Call Transcript & Summary

Welcome to Interfor's 2022 Annual General Meeting. I will now turn the call to your speaker, Mr. Lawrence Sauder. Mr. Sauder, please go ahead.

Thank you. On behalf of our Board of Directors, I'd like to welcome you to the 2022 Annual General Meeting of Interfor Corporation. My name is Lawrence Sauder. And as Chair of the Board, I will chair the meeting today. We welcome shareholders who are present in person as well as shareholders and guests who may be listening by telephone. And in light of the ongoing COVID-19 pandemic, we have taken special measures to ensure the health and safety of our shareholders, directors, employees and guests during this meeting, one such measure which was to provide a conference line so that shareholders and guests can follow the business at this meeting without having to attend in person. If you're listening by phone, your line will be muted for the duration of the meeting. We invited shareholders who have questions for us to submit their questions before this meeting. Though no questions were submitted for this meeting, we'll be holding a regular quarterly analyst conference call tomorrow morning, and we have provided a detailed dial-in information in our April 11 release. So I'd now like to call the meeting to order. Xenia Kritsos will serve as Secretary of the meeting. And with the consent of the meeting, I appoint Dave Bains of Computershare Investor Services to act as a scrutineer of the meeting. If there is any shareholder or a proxyholder entitled to attend and vote at this meeting who has not registered with the scrutineer, please do so now. Owning shareholders of the company of record at the close of business on March 15, 2022, or their duly appointed proxyholders are entitled to participate in and vote at this meeting. These proxies were required to be submitted by the proxy cutoff at 12 p.m. on May 9, 2022. Therefore, voting at this meeting will be by a show of hands unless a poll is requested by me or by a shareholder or a proxyholder who is present in person and entitled to vote at this meeting. The secretary has confirmed that the notice of the meeting, the notice and access notification and proxy form were mailed to all shareholders of record as of the close of business on March 15, 2022. And unless there is an 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 with the minutes of this meeting. The copies of the notice of meeting, proxy form and information circular are available on SEDAR at interfor.com. According to the preliminary report of the scrutineer, there are 70 shareholders present in person or by proxy, holding 43,159,197 common shares of the company, representing 74.35% of the shares outstanding. I therefore declare that a quorum is present and that this meeting is duly and formally constituted for the transaction of business. And the first item of business is the presentation of the company's consolidated financial statements and the auditor's report for the year ended December 31, 2021. Copies of these statements and auditor's report are available on SEDAR and on our website at interfor.com. And unless there's an objection, I will also 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 11, and their directors recommend this number be decreased to 10. I therefore move to resolve that under Article 11.1 of the articles of the company, the number of the directors of the company be set at 10.

I second the motion.

Any discussion on the motion? All those in favor, please raise your hand. [Voting]

Any opposed? [Voting]

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 and they are: Ian Fillinger, Chris Griffin, Jeane Hull, Rhonda Hunter, Eddie McMillan, Tom Milroy, Gillian Platt, Lawrence Sauder, Curt Stevens and Doug Whitehead. Each of these nominees has consented to act as a director of the company. Shareholders who intend to nominate candidates for director at this meeting are required under the articles of the company to provide advance notice of their intention, but no such notice has been received. Therefore, I declare the nominations closed, and I move to elect each of those individuals nominated in the information circular as a director of the company to hold office until the next Annual General Meeting of Shareholders.

I second the motion.

All those in favor, please raise your hands. [Voting]

Any opposed? [Voting]

I declare the motion carried. The next item of business is to reappoint KPMG LLP as the company's auditor. I move to appoint KPMG LLP as auditor of the company to hold 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.

Any discussion? No further discussion. All those in favor, please raise your hand. [Voting]

Any opposed? [Voting]

I declare the motion carried. Shareholders have the opportunity to cast a say-on-pay advisory vote, which gives shareholders the opportunity to indicate their acceptance of the Board's overall approach to executive compensation as set out in the information circular. This vote is nonbinding, but the Board will consider the outcome to vote as part of its ongoing review of the executive compensation program with Interfor Therefore, 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 15, 2022, delivered in connection with this meeting.

I second the motion.

Any discussion? If not, all those in favor, please raise your hand. [Voting]

Any opposed? [Voting]

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

I second the motion.

All those in favor, please raise your hand. [Voting]

Any opposed? [Voting]

I declare the motion carried, and I therefore declare that this meeting is terminated. Ladies and gentlemen, thank you for taking your time to attend this meeting, and we'll see you next year.

Operator, you may now disconnect.

Thank you. And this concludes today's conference call. Thank you for participating. You may now disconnect.