Major Drilling Group International Inc. (MDI) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by. And welcome to the Major Drilling Group International Inc.'s Annual General Meeting. [Operator Instructions] I would now like to hand the conference over to your speaker today, Mr. McLaughlin. Please go ahead, sir.

Thank you. Good afternoon, ladies and gentlemen. My name is Andrew McLaughlin, VP of Legal Affairs and Corporate Secretary of Major Drilling. Welcome to the annual meeting of the shareholders of Major Drilling Group International Inc. We've taken the initiative to move to a virtual-only format for our annual meeting this year in response to the COVID-19 global pandemic. To ensure the health and safety of our shareholders, colleagues and communities, we are employing technology to enable our shareholders to attend this meeting via live webcast. This virtual meeting platform is accessible to all our shareholders and proxyholders from any location to attend, participate and vote at the meeting. Guests are also welcome to attend and listen to our meeting. As the meeting is being held virtually, I would like to set out a few rules for the orderly conduct of the meeting prior to handing the floor over to Mr. Tennant, Chair of the Board. [Operator Instructions] We will address questions directly related to a particular motion at the appropriate time of the meeting and save general questions or questions relating to our financial results until after the formal business has been completed. Questions with common themes may be grouped together for efficiency. [Operator Instructions] Following the formal part of the meeting, there will be a Q&A session where all shareholders and proxyholders are welcome to ask questions. If we were unable to answer a question during the meeting due to time constraints, please contact Major Drilling via its corporate website or via its Investor Relations e-mail address, ir@majordrilling.com. For the purpose of today's meeting, all matters will be voted by electronic ballot. To allow sufficient time for voting, the polls will be opened at the beginning of the meeting. I remind you that only registered shareholders and duly appointed proxyholders who have properly logged in with their name and appointee identification number will be able to see the screen. If you're a registered holder and you have already voted by proxy, you need not vote again, unless you wish to change your vote. The polls will close once the last item submitted to a vote has been considered. I will now hand you over to Mr. Tennant.

Good afternoon, ladies and gentlemen. My name is David Tennant. I am the Chair of the Board of the company and I'd like to welcome you to the annual meeting of the shareholders of Major Drilling Group International Inc. For those of you who are shareholders, thank you for joining us today. We also welcome all other guests. I have with me Denis Larocque, who is the President and Chief Executive Officer and also a Director of the company; and Ian Ross, our Chief Financial Officer. In addition to myself and Denis, of the other current directors who have been nominated for reelection, the following are also present at this virtual AGM: Ed Breiner, John Burzynski, Louis-Pierre Gignac, Kim Keating, Janice Rennie, Sybil Veenman and Jo Mark Zurel. Also with us today is a new Director nominee, Ms. Juliana Lam. Julie Lam has extensive executive-level financial management and international business experience in diverse industries including mining, manufacturing, services and distribution. Her principal occupation is currently as a Corporate Director. She's a director on the Board of Toronto Hydro Corporation, which is a reporting issuer like we are and is also on the Board of Toronto Hydro Energy Services, Inc. She formerly served as Executive Vice President and Chief Operating Officer of Chartered Professional Accountants of Ontario, the regulatory body. Prior to that, she was the Executive Vice President and the CFO of Uranium One Inc., one of the world's largest uranium producers and a former publicly traded company. Before that, she served as Senior Vice President of Finance at Kinross Gold Corporation, a publicly traded senior gold mining company operating in the Americas, West Africa and Russia. Prior to that, she held executive and senior financial positions within other publicly traded and private companies including having served as the CFO of Nexans Canada, Inc. She holds a Bachelor of Arts from the University of Toronto and MBA from the University of Western Ontario, is a chartered accountant and holds the ICD.D designation from the Institute of Corporate Directors. Before we begin, let me remind you that during the course of this meeting, we may make certain statements which contain forward-looking information. These statements reflect the corporation's current expectations regarding future events. Actual results could differ materially from the conclusion, forecast or projection in the forward-looking information, and depend on a number of factors or assumptions applied in drawing a conclusion or making a forecast or projection in the forward-looking information. Additional information on these factors and assumptions, including a more complete description of the risks and uncertainty that face us, appears in our 2020 MD&A and annual information form, both of which are available publicly on the SEDAR website. The meeting will please come to order. We have 4 items of business today. The first is to receive the corporation's financial statements for the year ended April 30, 2020, together with the auditor's report thereon; secondly, we're here to elect directors for the next year; the third item of business is to appoint our auditors and authorize the directors to fix the remuneration of the auditors; and our fourth item of business is to consider and, if appropriate, approve an advisory resolution to accept the approach taken by your Board in respect of executive compensation. These matters are all set out in the Management Information Circular, which is available on our website and on SEDAR under the corporation's profile. I will act as Chairman of the meeting. And Andrew McLaughlin, our VP of Legal Affairs, will act as secretary. As Chairman, I appoint Broadridge Investor Communications Corporation, through its representatives, Jeri Trotter and Alicia Mohammed, to act as scrutineers of this meeting. The notice calling this meeting, together with a form of proxy for the financial year ended April 30, 2020, have been sent to each -- the directors of the corporation, the auditors of the corporation and each intermediary and registered holder of common shares of the corporation of record on July 20, 2020, the record date for this meeting. The secretary has filed with me proof of service of these materials. I ask that all of those materials be filed with the records of this meeting, together with the affidavit of mailing to shareholders from Broadridge. I hereby declare that proper notice for this meeting has been given. I have received the preliminary report on attendance from the scrutineers, which will be filed with the records of this meeting, and have determined that a quorum is present. I adopt this report and as notice has been served in accordance with the Canada Business Corporations Act and our bylaws, I declare this meeting to be called and properly constituted for the transaction of business. To simplify matters, I requested that each motion be presented by Mr. Marc Landry and seconded by Mr. Ashley Martin, both of them being shareholders of our company. So as I mentioned, the first item of business to put before the meeting is our financial statements for the fiscal year ended April 30, 2020. Those financial statements, together with the report of the auditors thereon and forming part of our 2020 annual report -- sorry, they form part of the 2020 annual report. Copies of the financial statements and the annual report are available on our website and on SEDAR under the corporation's profile. We would be pleased to receive any questions you may have regarding the financial statements during the question period later in this meeting. Therefore, unless someone requests otherwise, we will dispense with the reading of the financial statements and the auditor's report. The second item of business is the election of the directors. Pursuant to Major Drilling's articles, there can be, at any time, a minimum of 3 and a maximum of 10 directors of Major Drilling. I declare the meeting open for nominations for the election of directors for the ensuing year or until their successors are elected or appointed.

My name is Marc Landry. I nominate the following individuals for election as directors, whose name appear as nominee directors in the Management Information Circular. The following are Edward Breiner, John Burzynski, Juliana Lam, Denis Larocque, Louis-Pierre Gignac, Kim Keating, Janice Rennie, David Tennant, Sybil Veenman and Jo Mark Zurel.

Thank you. You've heard the motion. The nominations, which have been made are in order and do not exceed the number of directors to be elected by the shareholders. So it is now in order for someone to move and someone to second the resolution electing those nominated, as directors of Major Drilling Group.

Mr. Chairman, I move that the persons who have been nominated for election as directors be elected as directors of Major Drilling Group International Inc. for the ensuing year or until their successors are elected or appointed.

My name is Ashley Martin. I second the motion.

All right. We've all heard the motion duly made and seconded. As you know, the corporation allows for the election of directors on an individual basis. According to our majority voting policy, should any director not receive more for votes than withheld votes, then that director will be asked to submit his or her resignation, subject to a review by our Corporate Governance and Nominations Committee (sic) [ Corporate Governance and Nominating Committee ] and acceptance of that resignation by the Board. I will now call for a vote to elect those that have been nominated. To carry the motion, we need the affirmative vote of at least the majority of the votes cast by the shareholders. Please cast your votes for voting items 1a to 1j before we move on to the next item. [Voting]

Thank you. The next item of business is the appointment of auditors for the current year. It is now in order for a motion to be made appointing the corporation's auditors for the current year and authorizing the directors to fix their remuneration.

Mr. Chairman, my name is Marc Landry. I move that Deloitte LLP, chartered accountants, be appointed as auditors of Major Drilling Group International Inc., to hold office until the close of the next Annual Meeting of Shareholders or unless -- or -- sorry, or until their successors are appointed, as such remuneration as may be fixed by the directors and the directors are authorized to fix such remuneration.

My name is Ashley Martin, I second the motion.

Thank you, gentlemen. You've heard the motion duly made and seconded. Unless there are any questions, I now put the motion to the meeting. I will now call for a vote to reappoint the auditors. To carry the motion, we need the affirmative vote of at least a majority of the votes cast by the shareholders. Please cast your votes for voting item 2 before we move on to the next item. [Voting]