National Bank of Canada (NA) Earnings Call Transcript & Summary

[Interpreted] Good morning. Ladies and gentlemen, my name is Jean Houde. As Chairman of the Board, I am delighted that you are joining us for the 2022 Annual Meeting of Shareholders of the bank. With me are Laurent Ferreira, President and Chief Executive Officer; and Dominic Paradis, Senior Vice President, Legal Affairs and Corporate Secretary, who will act as Secretary of the meeting. Also present online are the members of the Board of Directors and the members of the office of the President, who are joining us to give you a warm welcome. I will have the opportunity to introduce to you the directors when time comes for their election. I would also like to welcome the representatives of Deloitte, who are also online. We made the decision to hold this meeting in a virtual fashion. Even though we would have preferred meeting you in person, we decided to put the welfare and safety of everyone first because we are still under this COVID-19 pandemic. Now before I start the meeting, I'd like to express my deep sadness to the Ukrainian people. All our thoughts are with you and your loved ones as well as those who've been impacted near or far by those events. I would also like to point out that for the past 2 years, since the pandemic that's been lasting for the past 2 years, where the socioeconomic impacts have had an impact on the bank, but we must be proud that we were able to support our clients, our employees and our communities. And our teams have shown a lot of empathy. So thank you very much for your courage and your resilience. The 2022 Annual Meeting of Shareholders of the bank. With me are Laurent Ferreira, President and Chief Executive Officer; and Dominic Paradis, Senior Vice President, Legal Affairs and Corporate Secretary, who will act as Secretary of the meeting. Also present online are the members of the Board of Directors and the members of the office of the President, who are joining us to welcome you warmly. I will have the opportunity to introduce you to the directors when the time comes for their election. [ Interpreted] We are happy to announce that Lynn Loewen, a corporate director, is nominee for the first time. Her impressive and extensive professional experience as well as our expertise in the areas of audit, financial controls, finance as well as the ESG field will be a major asset to the Board. You will find her biography on Page 24 in the circular. We would also like to thank Manon Brouillette, who stepped down from the Board on January 1, 2022, for her commitment and her contribution to the bank. The proceedings of the meeting will be conducted in French. However, anyone addressing this assembly may use either English or French. The proceedings are being translated simultaneously on the webcast and on the phone lines. For shareholders attending virtually, I will now ask Dominic Paradis to take a few minutes to explain how the vote will take place. Dominic?

[Interpreted] Hello. First of all, as a reminder, shareholders who are present online and who have already voted and do not have -- wish to change their choices will be able to perform any additional action. For the others, it's possible to change vote unless going online by going to BNC Investors Relations Annual Meeting. Click on the webcast link, and you will be directed to the Lumi Global's website and operate the online. Click on I have accept, enter your 15-digit control number received from Computershare and user name and password. So for those who have registered, I have an access on Lumi Global, you can submit through via or chat, general questions during the question period at the end of the meeting and according to the procedure I've just described so that your questions may be asked at the appropriate time. Please submit your question and the topic and your phone number without any delay. Please indicate if you're a shareholder or a proxy holder and indicate -- we just want to point out that your phone number will not be visible to meeting participants.

[Interpreted] Thank you, Dominic. The meeting will unfold as follows. First, I will say a few words, which will be followed by Laurent Ferreira. We will then proceed with receiving the financial statements, electing the directors, considering a resolution with respect to executive compensation, nominating the independent auditor and voting on shareholder proposals. This year, we received 8 proposals from the Mouvement d'éducation et de défense des actionnaires, MÉDAC, of which 3 will be voted on. Shareholder proposals 1 to 3, whose details you'll find in the Appendix A of the circular are submitted for a vote this year. The bank and MÉDAC have agreed to also include in the circular for information purposes only, without submitting them to vote, proposals 4 to 8. Mr. Willie Gagnon will briefly present all proposals on behalf of MÉDAC. Before closing the meeting, we will have a question period. For the sake of efficiency, please identify yourself, state if you are a shareholder or a proxyholder. Also, please be brief and mindful of the time allotted for each item. We would like also to remind you to ask your questions as they relate to the operations of the bank and its subsidiaries. We also ask that you avoid questions of a personal nature. And for efficiency reasons, we will combine questions of a similar nature. Some of the statements to be made today contain or may contain forward-looking statements. I invite you to consult our financial reports for more details regarding forward-looking statements as well as financial measures not in accordance with generally accepted accounting principles and additional financial measures. I appoint Ms. Martine Gauthier from Computershare Canada to act as a representative of the scrutineer for this meeting. She has informed me that we have a quorum. I've also been advised that a Notice of Meeting was sent to shareholders in accordance with the applicable legislation. I therefore declare the meeting duly convened and constituted. Despite the unpredictable environment caused by the pandemic, the bank delivered an outstanding financial performance in 2021. We also started 2022 with a strong performance in the first quarter, a result of the dynamic situation in all of our business lines. This is a testament to the strength and adaptability of our organization as well as our sound business mix strategies. Throughout fiscal 2021, in the context of the ongoing pandemic, the bank continued to put the well-being of its employees and customers at the forefront of its concerns. The Board is proud of the bank's caring attitude, which is consistent with our commitment to our mission of putting people first. Fiscal 2021 also marks the transition of a new President and Chief Executive Officer. Last year, following a rigorous succession planning and development process, the Board approved the appointment of Laurent Ferreira as President and Chief Executive Officer of the bank. We are very pleased with this appointment. Laurent has extensive experience in risk oversight, capital markets and banking, and has made significant contribution to the bank's transformation and evolution, which is based on agile people-centric culture. As of November 1, 2021, Laurent succeeds Louis Vachon, who has been at the helm of the National Bank of Canada since 2007, the longest tenure of any president in the bank's history. Louis Vachon has left a legacy of a transformed, solid and diversified bank that provides an undeniable foundation for long-term success. His leadership has enabled the bank to overcome major crises, and he has brought to the bank a culture that is customer-centric and involved in its communities. His vision of the bank of tomorrow has ensured the most important transformation of the bank's existence. I would, therefore, like to acknowledge Louis Vachon's invaluable contribution to the growth and enviable positioning of NBC in the Canadian financial industry. And on behalf of us all, I would like to thank him warmly. In addition to working to ensure the successful transition of the new President and CEO, the Board continued in 2021 to advance its top priorities of the bank. New 3-year strategic plan, namely digital transformation, technology investments, culture and talent development, effective cybersecurity programs and implementation of our environmental, social and governance responsibility guidelines. We are proud to have continued to prioritize our environmental, social and governance strategy with a structured and robust management team guiding this strategy. The Conduct Review and Governance Committee of the Board is responsible for the ESG strategy. But the Board and all of its committees have ESG responsibilities based on their respective roles and responsibilities as well as the expertise of their members. As a follow-up of the release of our first ESG progress report and our first task force on climate-related financial disclosure report in 2020, the bank notably, in 2021, joined the Carbon Financial Accounting Partnership (sic) [ Partnership for Carbon Accounting Financials ], a global partnership of financial institutions with a goal of developing a common methodology for assessing and disclosing GHG emissions associated with loans and investments. In addition, the bank also joined the Net-Zero Banking Alliance, a global industry initiative to accelerate efforts to address climate change. The bank also continues to promote inclusion and diversity among its employees, customers and the community. In 2021, we published our first booklet dedicated entirely to inclusion and diversity, which presents the strategy, areas of action, partnerships and performance indicators that stem from the bank's 3-year plan, 2020-2023. Since November 1, 2021, ESG priorities have been integrated into the creation of the executive compensation program to encourage, for example, the achievement of net-zero emissions by 2050. The reduction of the carbon footprint of the bank's operations by 25% by the end of 2025 and progress towards the inclusion and diversity targets of the 2020-2023 plan. In closing, I would like to sincerely thank all of our employees for their day-to-day efforts and commitment to the bank's success. All employees deserve recognition for their dedication and flexibility in the demanding environment of the global pandemic. The bank has performed exceptionally well in 2021 and much of that success is attributable to the undeniable contribution of its employees. Before turning the floor over to Laurent for his first annual meeting as President and CEO, I would like to acknowledge the outstanding leadership that each member of the President's office has demonstrated throughout the past year. We have skilled and experienced leaders across the bank, all of whom have contributed to making a positive impact on customers, employees and the community. Now I would like to invite Laurent Ferreira, President and Chief Executive Officer, to say a few words to you.

[Interpreted] Good morning, everyone. Thank you for joining us today. Before I move forward with my presentation, I would like to take a moment to commemorate 2 hockey legends who have left us, Guy Lafleur and Michael Bossy, over the last couple of days. I think we'll all agree that their talent and leadership have been a great inspiration to several generations. As Mr. Houde was saying at the outset, I'm very pleased to welcome you to my first Annual General Meeting as President and Chief Executive Officer of National Bank. The world is currently going through a period of great uncertainty marked by geopolitical tensions, sustained inflation and the fight against climate change. Today is Earth Day, which serves to remind us of all the work that needs to be done. The Russian-Ukrainian conflict is a tragedy of enormous proportions. Our thoughts are with all those affected by this war, whether directly or indirectly. And in fact, the bank has been contributing to humanitarian aid efforts since the beginning of the crisis. We are also operating in the midst of a pandemic that has lasted for over 2 years. In this regard, I would like to sincerely thank all our employees for their tenacity and continued commitment. The unwavering dedication of our teams to our clients is an eloquent demonstration of our 1 mission, which is to have a positive impact on the lives of people and of the communities in which we operate. Against this backdrop, the bank has demonstrated its resilience and delivered an excellent financial performance in 2021. All of our segments performed very well, enabling the bank to post an 11% growth in total revenue and 48% growth in net income year-over-year. The bank also generated a 21% return on equity which is one of the best in the industry, while maintaining a high level of capital and prudent provisioning for credit losses. Our strong performance year after year is a reflection of our strategic choices of the strength and adaptability of our franchise and of the diversification of our operations. Therefore, we look forward with confidence to the future, knowing that we have a solid foundation in the form of our entrepreneurial culture, our strategic positioning and our disciplined approach. Our entrepreneurial culture and our agility have proven to be a true competitive advantage in the face of macroeconomic uncertainty. We are more than ever determined to promote a highly stimulating work environment for our employees in order to retain and attract the best talent. This will enable us to continue providing the best services and advice to our clients. Our strategic positioning also stands out. National Bank is a leader in targeted activities across the country and a leading banking institution in Quebec, a province with one of the most diversified economies in North America. Outside Canada, our strategy is niche-based, generating strong organic growth and high returns. The bank's sustained performance demonstrates that we have made the right choices in terms of business mix, capital allocation and risk management in recent years. These strategies will continue to guide our approach and decisions going forward. I would now like to turn to the key elements of our growth strategy. First, the client remains at the heart of our strategy. We work ceaselessly to deliver an unparalleled client experience and superior advice. We're continuing our efforts to deepen our client relationships and to increase our market share both in Quebec and across the country. Our digital transformation is still unfolding. We continue to invest in optimizing our processes and continuously enhancing the client experience. To this end, we have recently combined our operations and information technology teams. This will help to pool our efforts and will accelerate the delivery of benefits. We also continue to expand collaborative models among our business lines. These models have already proven their worth in the bank, where we brought together our personal and commercial banking and wealth management teams as well as the combination of our capital markets teams and all of our Canadian operations. We also aim to leverage the proximity of clients between our private banking and commercial platforms. And that is why we have combined these 2 business sectors together so as to enhance our client approach and provide an even more integrated experience. As for our operations outside of Canada, we continue to support the organic growth of Credigy in the United States and ABA Bank in Cambodia. National Bank remains a committed partner in the economic and social development of Quebec and Canada. First, we are contributing to a more sustainable future for the benefit of all our stakeholders. On the one hand, by refocusing our own activities, and on the other hand, by supporting our clients in their transition towards carbon neutrality. Supporting our clients through this transition means both supporting measures taken to reduce their carbon footprint as well as those associated with new forms of renewable energy. As it happens, Quebec is in an enviable position in this regard. Half of the province's energy consumption comes from renewable resources, in particular, thanks to the province's significant hydroelectric resources. That being said, the fight against climate change will require gigantic investments both in infrastructure and in carbon capture technologies. From the bank's perspective, our extensive use of hydroelectricity and the careful management of our office space allow us to achieve one of the lowest relative carbon footprints in North America. Nevertheless, we are determined to continue our efforts and always do better. In 2021, we announced that the bank was setting itself the goal of achieving net-zero greenhouse gas emissions for our own operations as well as for the bank's financing activities by 2050. As we move towards carbon neutrality, we have also just announced our interim targets for reducing our financed emissions in the oil and gas sector. By 2030, we are targeting a 31% reduction from the 2019 baseline for emissions in Scope 1, Scope 2 and Scope 3. To achieve this goal, the bank will focus on partnerships with existing clients, and we'll work to attract new clients to support their energy transition and decarbonization strategies. Second, we contribute to a more inclusive society rich in the diversity of its talent. At the bank, we are committed to taking concrete action to promote an open and inclusive workplace that enables our employees to achieve their full potential. We have set specific targets to increase the representation of women, visible minorities, persons with disabilities and indigenous persons by 2023. In 2021, we deployed various programs to achieve these goals. Through these initiatives, we will be able to offer our people opportunities for advancement within our business units and increase our pool of future talent. Economic environment and the challenges ahead. Unfolding events in Europe are exacerbating market volatility and inflation. Meaningful impacts on commodity prices are directly affecting consumers. The war in Europe and rising political tensions are also adding more pressure to global supply chain issues. Forging a path to sustainable growth in this evolving economic landscape calls for the contribution of the business community and governments. As one of Canada's systemically important banks, we play a key role in supporting the prosperity of individuals and businesses alike. The path to a greener economy is critical. The war in Ukraine has reinforced the importance of the strategic energy transition for Canada. This transition must take into account socioeconomic impacts, our geopolitical position and the green reindustrialization of our country. Economic growth and immigration have put pressure on demand in the housing sector. And we are now facing housing supply challenges. We must ensure that all Canadians have access to affordable housing by taking concrete action as a lending partner. For the past 2 years, the bank has been a leader in financing affordable rental properties, and we will continue to act and support of these efforts. Finally, both the public and private sectors must support and reinvigorate our cities and the discretionary economy, including tourism, which have all been hit hard by the pandemic. At the bank, we will continue to provide our employees with flexibility in how we work, while also encouraging them to come into the office as they are vital contributors to the ecosystem of our cities and communities. Building tomorrow's economy requires collaboration today among all stakeholders. Our efforts must be collective and our investments must be aligned to ensure long-term wealth creation of our country. [Interpreted] In closing, despite the uncertainty in which we are navigating, we look to the future with confidence. Our foundations are sound and at the heart, at the forefront of our success. We remain well positioned to continue delivering superior returns to our shareholders. The members of the office of the President join me in once again recognizing the dedication and agility of our 27,000 employees. We also thank the members of the Board of Directors who consistently support us in growing the bank. Lastly, we are grateful to our clients who have chosen us as their partners and to our shareholders for their support as we continue to build an agile and successful bank. Thank you for joining us today. I now invite you to watch a short video, after which Jean will continue with the agenda. Thank you. [Presentation]

[Interpreted] Thank you very much, Laurent. We are now on to Item #4, receipt of consolidated financial statements. This is the next item. The consolidated financial statements for fiscal year 2021 and the independent auditor's report were sent to shareholders who requested a copy. The reports are also available online. The financial statements have already been approved by the Board of Directors in compliance with the Bank Act. To complete this item on the agenda, I hereby declare having received the consolidated financial statements and the independent auditor's report for fiscal year ended October 31, 2021. Denis, are there any questions or comments on this item of business?

[Interpreted] No, we have not received any questions or comments with regards to the financial statements.

[Interpreted] Thank you. Now we will vote on the proposals. I will ask Dominic Paradis once again to do a reminder of the general rules as they apply to voting online.

[Interpreted] The preliminary results will be commuted at the end of the meeting, and the final detailed voting results will be posted on the bank's website and on SEDAR later today. Shareholders who have not cast their vote in advance and proxyholders will be able to use the previously received 15-digit control number from Computershare to vote online at the appropriate time. Shareholders who have already cast their vote in advance should not vote again unless they wish to change their vote. Shareholders and proxyholders will be invited to vote on each proposal and their votes will be compiled and sent in a secure and confidential way to the scrutineer. And the online voting platform will open now to allow voting to take place on all the proposals and will close when the Chairman of the meeting will declare the closing of the voting period after consideration of the last proposal. To cast your vote, simply make your selection among the options on the screen. A confirmation message will appear indicating your vote has been received. If the vote selection does not appear on your screen, please click on the Vote icon at the top of your screen.

[Interpreted] Thank you, Dominic. We will now consider the proposals submitted by the bank management. To facilitate matters, we asked an employee who is also a shareholder to introduce the proposals. The composition of the Board of Directors is a key aspect of our governance. We have a very competent Board, very diversified in terms of gender parity, experience and geographical representation. The succession of Board members is based on a continuous process where potential directors are identified based on their profiles and in keeping with the values of the bank. As Chairman of the Board, I would like to take this opportunity to sincerely thank my fellow board members who use their experience and wisdom to serve the bank. Their respective biographies are also presented in the circular, starting on Page 20 to Page 28, as well they are available on the bank's website. Pursuant to a resolution carried by the Board of Directors, we will elect 15 directors this year. Their name and picture will appear on the screen as the proposal is read to you or presented to you. I will now invite Dominic Paradis to move the election of the directors. Dominic?

[Interpreted] Mr. Chair, I move that each of the nominees presented in the circular be elected as a Director of the National Bank of Canada and remain in office until the adjournment of the next annual meeting or earlier, if the director steps down. The nominees are Maryse Bertrand, Pierre Blouin, Pierre Boivin, Yvon Charest, Patricia Curadeau-Grou, Laurent Ferreira, Jean Houde, Karen Kinsley, Lynn Loewen, Rebecca McKillican, Robert Paré, Lino Saputo, Andrée Savoie, Macky Tall, and Pierre Thabet.

[Interpreted] Thank you, Dominic. Are there any questions or comments on the voting platform?

[Interpreted] No, there are no questions or comments related pertaining to this resolution.

[Interpreted] Thank you. I now ask shareholders to elect their directors. To cast your vote online, simply make your selection among the 2 options on your screen, namely for or abstention. A confirmation message will appear indicating your vote has been received. As a reminder, the bank recommends to vote for the election of the 15 director nominees to sit on the Board. [Voting]

[Interpreted] Now we'll move on to the next item of business, which is the advisory resolution on the approach taken by the Board of Directors with respect to executive compensation. By submitting an advisory resolution on its approach to executive compensation, the Board of Directors demonstrates its commitment to the bank's shareholders and recognizes its responsibility relative to decisions concerning executive compensation. During fiscal 2021, the Board of Directors and Human Resources Committee continued to review good governance practices in terms of compensation in an environment where regulatory requirements and best practices are constantly changing. I would now invite Dominic Paradis to read the proposal.

[Interpreted] Mr. Chair, I propose that on an advisory basis and not to diminish the role and responsibilities of the Board of Directors of the bank that the holders of common shares accept the approach to executive compensation described in the National Bank of Canada's management proxy circular.

[Interpreted] Thank you, Dominic. Are there any questions?

[Interpreted] No. There are no questions or comments as they relate to this proposal.

[Interpreted] Thank you. Now I invite shareholders to vote on this proposal. I'd like to remind you to cast your vote. Please indicate your choice from the 2 options on your screen, namely for or against. A confirmation message will appear indicating your vote has been received. As a reminder, the bank recommends to vote in favor the approach with -- to vote in favor of this approach with respect to executive compensation described in the management proxy circular. [Voting]

We will now proceed with the appointment of the independent auditor. The bank proposes the appointment of the professional accounting firm, Deloitte. I now invite Dominic Paradis to read the proposal.

[Interpreted] Mr. Chair, I propose that the professional accounting firm, Deloitte, be appointed as the independent auditor of the bank for fiscal year beginning November 1, 2021 and ending on October 31, 2022.

[Interpreted] Thank you, Dominic. Denis, are there any questions?

[Interpreted] No, there are no questions or comments as it relates to this matter.

[Interpreted] I now invite shareholders to vote on this proposal. As I said a bit earlier, to cast your vote online, please indicate your choice from the 2 options on your screen, namely for or against. A confirmation message will appear indicating your vote has been received. As a reminder, the bank recommends to vote for the appointment of Deloitte as the independent auditor of the bank. [Voting]

[Interpreted] We will now come to shareholder proposals. The Mouvement d'éducation et de défense des actionnaires submitted 8 proposals to the bank for the annual meeting. Following discussions with the bank, MÉDAC agreed to submit only 3 of its proposals to a vote. The bank and MÉDAC have agreed to also include in the circular for information purposes only and without a vote, proposals numbers 4 through 8. The text of all the proposals as well as the bank's responses can be found in Appendix A of the circular, beginning on Page 25. I would now ask Mr. Willie Gagnon, the representative of MÉDAC to present the 3 shareholder proposals submitted for a vote.

[Interpreted] Good morning, Chairman. Can you hear me well?

[Interpreted] I can hear you very well, Mr. Gagnon, but I can also see you extremely well.

[Interpreted] Well, that's all to the good. Thank you very much for allowing us to join by video. This has become standard practice now at meetings. We do this for our own Board of Directors meeting. So pretty much everybody is now experienced with this method. My name is Willie Gagnon. Of course, I'm acting on behalf of the Mouvement d'éducation et de défense des actionnaires, which has been a shareholder of the bank for the past 25 years. And we're very happy to join you once again this year. 3 of our 8 proposals, as you've explained, are going to be submitted to vote. Proposal 1 is to become a benefit company. It is proposed that the bank examine the possibility of becoming a benefit company. About 30 U.S. states are already providing for this and B.C. already does this, and there's also a bill before the National Assembly on this very same topic. This hasn't yet been adopted, but at least we can act as though it had already happened. The Canadian Bank for Business Development (sic) [ Business Development Bank of Canada ] already does so. And our proposal was to get the bank to include in its letters, in its bylaws, its obligation -- its own obligation to comply with ESG criteria and to take into account of the interest of all stakeholders as, by the way, you already do. Actually, I should say that all these proposals were sent to the 7 major banks. In other words, the point is for the bank to force itself to combine with its own undertakings. We would have liked this to be able to be adopted. Unfortunately, we haven't been able to achieve agreement on this. Now we're not saying that the bank doesn't comply with its own commitments. What we want it for the bank to make it mandatory for itself. And that to make any changes, it would have to hold a special general meeting and obtain a majority of 50% plus 1. This is the criterion that has made it impossible for us to achieve agreement on this. Anyway, we call on all shareholders to support this proposal. Proposal #2, Page 127, environmental policy advisory vote. You know what this is about. This is an advisory vote. This is in line with what has already been happening with regard to compensation at National Bank. It's an advisory vote that we would like to have with respect to your environment policy. The is environment a topic of growing importance and will continue to be so in the foreseeable future. This is the best practice, and it already exists at CN, CP, at Rio Tinto, Glencore, Unilever, Shell, Nestlé and the list could go on and on. So we've had some encouraging results in this regard with the other Canadian banks, and we hope that you will ultimately adopt this practice as well, which is a good governance practice. I'd like to draw your attention to an excerpt of your reply in the circular. It says, "The Board believes that a mechanism for dialogue is more effective than a consultative vote, an advisory vote." That may be so, but these are not contradictory notions. It would be possible to combine both. In other words, both dialogue and an advisory vote. So we urge all shareholders to support our proposal. I come now to proposal #3, French, the official language. Now this caused a lot of stir, but we consider that this is a very important issue. Yesterday, the endless cycle drama about the language question continued at CN after Saputo and Air Canada and Laurentian Bank. Obviously, we haven't sent you this proposal to state that you're not behaving well. In fact, we think you do behave well. But we would like you to adopt the measure that we're proposing. We dare to believe that this is an objective measure, that it is based on objective criteria. In other words, the location of the bank's head office. And we would have liked to have it adopted at National Bank so that you can set an example to the other corporations that are not quite so exemplary in this regard. We invite all shareholders to vote in favor of our proposal. We don't have much hope, but nothing ventured, nothing gained. Mr. Chairman, I think that you're now going to be calling the vote, and that I'm presenting the other proposals later on. Is that right?

[Interpreted] Yes. You've understood the procedure very well, Mr. Gagnon. So before we vote, Denis, have any questions been submitted?

[Interpreted] There are no questions or comments connected with MÉDAC's proposals that have come in online, Mr. Chairman.

[Interpreted] All right. I invite shareholders to vote on the 3 MÉDAC proposals. To vote online, you must now select your voting choice from the 3 options displayed on your screen, i.e., in favor, against or abstain. A confirmation message will appear indicating that your vote has been received. As a reminder, the bank recommends that you vote against MÉDAC proposals 1, 2 and 3. [Voting]

[Interpreted] This concludes the voting period. For shareholders and proxy holders attending online, the voting platform will now be closed. I would now like to invite Mr. Willie Gagnon once again and ask him to present the shareholder proposals that are not submitted for a vote. There are 5 such proposals. Mr. Gagnon, you have the floor again.

[Interpreted] Thank you, Mr. Chairman. There's a large number of proposals, so I will simply name them and explain why we agreed not to submit them to a vote. Proposal #4, formal representation of employees and strategic decision-making. We wanted the bank to examine best practices abroad, particularly in the United Kingdom and in Continental Europe with regard to mechanisms and formal structures that make it possible to take into account the opinions and interests of employees in strategic decision-making. In your reply, you say that in 2022, the bank will continue to assess ways of increasing employee participation in strategic reflection and decisions. We're very happy with this. Proposal #5, not submitted for a vote, women managers, promotions and advancement. Our proposal was aimed at ensuring that information will be disclosed about women in management at all levels and let this be given in a detailed fashion. We've achieved an agreement with the bank to harmonize its disclosure practices with the best practices that exist in the other banks in the country. Proposal #6, decarbonization. Apparently, the term is [Foreign Language] in French, not [Foreign Language], in English, decarbonization. It is proposed that the bank adopt plan to substantially reduce its financing of fossil fuels and polluting industries and so on. Our proposal is that the bank adopt 2025, 2030 intermediate targets with regard to its involvement in fossil fuel industries through its investment portfolio. We, of course, would have liked the targets to be more ambitious than they are. But nevertheless, we acknowledge that this is a laudable effort. Nevertheless, we're worried by a recent report by Greenpeace stating that Canadian banks have increased their share of investments in those sectors in 2021. We are, of course, going to keep on top of these issues. Proposal #7, Environmental and Climate Advisory Committee. This was a proposal from Mark Carney, a former Governor of the Bank of Canada and the Bank of England, who is now a special envoy for climate action financing at the United Nations. He had called for a specific Board committee to be created to focus on environment and climate issues. Throughout our discussions, we discover from what the bank tells us that basically all committees are working on these issues in particular, the Governance Committee, which is responsible for coordinating this question. So we're happy with that situation. This plays the same role as would an actual committee. Proposal 8, materiality metrics. The bank proposes that -- we propose that the bank include a materiality matrix, which is connected to ESG and the importance attached thereto by various stakeholders. Mr. Chairman, discussions on this topic were fruitful. As you know, we were able to reach agreement on most of the proposals we had submitted and we are happy with the dialogue that we were able to engage in with the bank. This is among the most constructive we experienced. Thank you very much. Thank you, sincerely for all the time you have given us and look forward to continuing our collaboration.

[Interpreted] Thank you, Mr. Gagnon. You can take it for granted that the bank will continue to entertain a continuous dialogue with your organization. We will now present the voting results. The preliminary voting results have been reported to me by the scrutineers' representatives. Shareholders holding common shares of the bank representing 56% of the shares issued and outstanding voted by proxy and voting instruction forms. All nominees for election as directors were elected and received at least 98% of the votes cast in favor of their election. The advisory resolution to accept the Board's approach to executive compensation was passed with over 96% of votes in favor. Deloitte was appointed as independent auditor for the fiscal year ending October 31, 2022, with more than 97% of votes in favor. All 3 shareholder proposals were not approved. MÉDAC proposal #1 received approximately 3% of the votes in favor. MÉDAC proposal number 2 concerning climate received approximately 23% of votes in favor. MÉDAC proposal #3, concerning French, received less than 1% of votes in favor. The final detailed report on the voting results will be posted on the bank's website and on SEDAR later today. The bank will also issue a press release announcing the election of directors. This completes the review of the various items on the agenda for the 2022 Annual Meeting of Shareholders. We will now proceed to the question period. Questions must be of general interest to all shareholders. Only questions relating to the operations of the bank or its subsidiaries may be discussed. If your question is of a personal nature, a representative of the bank will be able to contact you after the meeting. In the event that we do not have time to answer all questions, provided you have identified yourselves, we will undertake to get in touch with you to answer your question. I would like to remind shareholders and proxyholders registered on the Lumi Global virtual platform that they can submit questions online. You may participate in the question period, either over the chat line using the Ask a Question dialogue box, where a bank representative will read the question or you can take part orally by submitting your telephone number via the Ask a Question dialogue box, which will allow Lumi Global to reach you by telephone. And be sure to indicate whether you are a shareholder or a proxyholder and specify the subject of your question. I now invite our President and Chief Executive Officer to lead the question period. Are there any questions?

[Interpreted] Yes, Mr. Chairman, we have a question that has come in over the phone from Jeff [ Carlson ], shareholder of National Bank. A general question related to shareholder proposals. Mr. Jeff [ Carlson ], I believe you are now connected. You may now go ahead with your question.

Yes. Can you hear me okay?

Yes, we can.

Thank you, Mr. Chairman. I'm pleased to be able to address the Board, management and fellow shareholders this morning. We've just listened to a number of withdrawn shareholder proposals that appear in the management circular. Including them in the circular or discussing them at this meeting sends the message to shareholders that they should be seriously considered when instead, they've been withdrawn. Any specific shareholder proposal appearing within the management circular and expected to be discussed, to either be included for voting or if withdrawn, should not be discussed in the shareholder proposal. Otherwise, it's nothing more than lobbying by a special interest group at the expense of shareholders. In fact, we can see on Page 125 of the circular that there was a proposal tabled by a group called SHARE that was withdrawn and so was therefore, rightfully not included for discussion or included in the management circular. So my question is, why does National Bank believe it is necessary to include shareholder proposals in its management circular that have been withdrawn from voting or to allocate any time at its AGM for their official discussion?

Mr. Carlson, thank you for your question. I think you had an intervention also last year with, I think, a similar intervention or question. We're going to take your advice seriously. But the approach that we've always had at the bank is -- and the philosophy we have with all stakeholders is having a healthy discussion and dialogue with all representatives. And we do have a long history with the MÉDAC, and I've had them present their proposals at our annual meeting. But having said that, I would invite you to reach out to us, to our General Counsel and pursue the discussion. Denis, do we have any further questions from shareholders?

[Interpreted] No, Laurent, I see no further questions or comments online on the platform.

[Interpreted] Well, if there are no further questions, I will end the meeting. Our focus continues to be on the future. The bank is strong and very well positioned for continued growth under Laurent Ferreira's leadership. The Board is confident that the bank's business strategy remains the right one and is working with senior management to ensure the bank's long-term success. In closing, I would like to thank our clients and our shareholders, large and small, for the confidence they have shown in us as we continue to build an agile and strong bank, capable of creating sustainable value for the benefit of everyone. Once again, thank you to each and every one of you. I wish you good health. And I hereby declare that National Bank's Annual Meeting of Shareholders stands adjourned. Thank you. [Portions of this transcript that are marked [Interpreted] were spoken by an interpreter present on the live call.]