Invesque Inc. (IVQ) Earnings Call Transcript & Summary

Good morning. My name is Amy, and I will be your conference operator today. At this time, I would like to welcome everyone to the Invesque Inc. Annual General Meeting Conference Call. [Operator Instructions] Mr. White, you may begin your meeting.

Good morning, ladies and gentlemen, and welcome to the Annual Meeting of Invesque Inc. My name is Scott White, and I am the Chairman of the Board of Directors and Chief Executive Officer of Invesque. I am pleased to preside over this meeting. Before we begin with formal proceedings, I'd like to introduce Adlai Chester, Chief Investment Officer; and Scott Higgs, our Chief Financial Officer. We're also pleased to have Shaun Hawkins from our Board of Directors joining by phone with us today. While we understand that most shareholders could not be present at the meeting in person, on behalf of the Board, I'd like to thank those shareholders who have chosen to participate by phone and those who have submitted their proxies in advance. In order to ensure we have a complete record of those present, I would ask anyone who has not yet given his or her name to the scrutineer to please do so now by announcing their name. With the permission of the meeting, I'd like to begin the formal matters to be dealt with at this meeting. In particular, as indicated in the management information circular mailed to shareholders, shareholders were encouraged to e-mail questions to the company in advance of the meeting. We will follow up directly with any shareholders who submitted questions shortly. With the consent of the meeting, I'll ask Adlai Chester to act as the secretary of the meeting And Louise Waltenbury of Computershare to act as scrutineer. I have been advised that on April 22, 2020, the notice calling the meeting, together with a form of proxy and the management information circular, were mailed to each shareholder of record as of April 9, 2020, the record date for the meeting. We have received an affidavit of mailing from our transfer agent, and I ask that the secretary keep a copy of it with the minutes. I have been provided with a preliminary scrutineer report indicating that 34,654,382 shares are present in person or presented by proxy, meaning a quorum is present. As such, I declare that this meeting has been duly convened and constituted. When the formal report of the scrutineer is available, it will be kept at the minutes of the meeting. Each share represented at this meeting is entitled to 1 vote. Unless a ballot is demanded, voting on all shares will be conducted by a show of hands. In order to make the best use of our time today, certain individuals have been asked to move and second various motions. This is not intended to limit in any way your right to participate in the meeting. Shareholders who wish to make comments relating to these motions and are in attendance in person at this meeting may do so after the motion has been seconded. We'll now proceed to the first item of business for the meeting and present the financial statements of Invesque for the year ended December 31, 2019. A copy of the financial statements was previously made available to shareholders, and additional copies are available. Shareholders do not have to take any action regarding the financial statements. But if any shareholder has questions relating to the statements that have not been submitted in advance of the meeting, I suggest that they submit the questions to the company via e-mail after the meeting. The next item of business is the election of directors. Invesque currently has 7 directors whose term of office will expire at the end of the meeting, and the number of directors to be elected at this meeting is 7. Each of the current directors is a nominee for election. The management information circular sets out the particulars for all the nominees. In addition to me, the nominees for election are: Brad Benbow, Donna Brandin, Adlai Chester, Shaun Hawkins, Charles Herman and Randy Maultsby. If elected, these nominees will hold office until the next annual meeting of shareholders or until his or her successor is elected or appointed. I will now ask Scott Higgs to move and Adlai Chester to second a formal motion for the nomination of directors of the company.

Mr. Chairman, I nominate each of the 7 nominees listed in the management information circular as directors of Invesque.

Mr. Chairman, I second the nominations.

Thank you. As there are no further nominations, I declare nominations closed. Consistent with Invesque's commitment to good governance, and as now required by the rules of the Toronto Stock Exchange, the Board of Directors has adopted a majority voting policy relating to the election of directors. Details regarding this policy are provided in the management information circular. Under the policy, a director is required to tender his or her resignation if he or she receives more withhold votes than votes cast for his or her election. Based on the proxies received for the election of directors, if elected, none of the nominees would have to tender their resignation under this policy. I'll now ask Scott Higgs to move and Adlai Chester to second a formal motion for the election of each of the 7 persons nominated as directors of the company.

Mr. Chairman, I move that each of the 7 persons nominated are hereby elected as directors of Invesque to hold office until the next annual meeting of shareholders or until they resign or their successors are elected or appointed.

Mr. Chairman, I second the motion.

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

Contrary, if any? [Voting]

Thank you. I declare the motion carried. The nominees listed in the management information circular have been duly elected as directors of the company until the next annual meeting of shareholders or until they resign or their successors are elected or appointed. The next line of business is the appointment of KPMG LLP as auditors of the company. Scott Higgs, may I have a motion to appoint the auditors, please?

Mr. Chairman, I move that KPMG LLP be appointed as the auditors of Invesque to hold office until the next annual meeting of shareholders or until its successor is duly appointed, and that the directors of the company be authorized to fix their remuneration.