New Gold Inc. (NGD) Earnings Call Transcript & Summary

Good afternoon, and welcome to the Annual Meeting of the Shareholders of New Gold Inc. My name is Ian Pearce, and I am the Chair of the Board of New Gold. On behalf of the directors, management and employees, I'd like to thank you for joining us today. New Gold is conducting this meeting virtually due to the ongoing global health crisis caused by COVID-19. We have done so to take into account the health and well-being of the company's employees and shareholders as well as to follow public health guidelines limiting gatherings of people. Joining me today are Renaud Adams, the company's Chief Executive Officer and a Director; Rob Chausse, the company's Executive Vice President and Chief Financial Officer; Anne Day, the company's Vice President, Investor Relations; and Sean Keating, the company's Vice President, General Counsel and Corporate Secretary. I will ask Sean Keating to act on my behalf and lead us through the formal business of the meeting. Today's meeting will not include a formal presentation by management. However, we will leave time for questions at the end of the meeting. Sean, I now turn it over to you.

Thank you, Ian, and good afternoon, everyone. To begin with, we need to appoint the scrutineer. With the consent of the meeting and the Chair, I will ask Marissa Beintema, Computershare Investor Services, to act as scrutineer of this meeting. I confirm that a notice and access notification for this meeting was mailed to the shareholders and the meeting materials were posted on New Gold's website and on SEDAR on April 14, 2020. I'm advised that the relevant documents for this meeting have been delivered to the directors and the auditor and to shareholders of record as of March 31, 2020, the record date for this meeting, all in accordance with applicable law. The company has received an affidavit confirming proof of mailing, and a copy of the affidavit will be attached to the minutes of this meeting as a schedule. The scrutineer has advised that proxies were received from the holders of a sufficient number of common shares to constitute a quorum. With the consent of the Chair, I declare the meeting to be regularly called and properly constituted for the transaction of business. The formal report of the scrutineer will be attached as a schedule to the minutes of this meeting. Before we begin, I will outline the procedures for the orderly conduct of this virtual meeting. Number one, questions may be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service of the LUMI virtual meeting platform. Questions in respect of a resolution will be addressed during the consideration of that resolution. Other questions will be -- will only be addressed at the end of the meeting. Voting on all resolutions will be conducted by electronic ballot with the LUMI virtual meeting platform. Only registered shareholders and duly appointed proxy holders may vote. Once the polls are open, you may vote at any time through the presentation of the formal business. Polls will be open for all items of business concurrently. This will allow you to vote on each resolution immediately or wait until the conclusion of discussion on each resolution prior to casting your vote. After the presentation of the final item of business, there will be a final reminder to vote before polls close. You may vote for one or more resolutions. If you have submitted your vote prior to this meeting, there's nothing for you to do unless you wish to change your vote. A virtual AGM user guide, including instructions on how to vote, was distributed to shareholders and is available under the corporation's profile on the SEDAR website. The polls are now open. In order to expedite the formal part of this meeting, I have asked Anne Day and Rob Chausse to move and second various resolutions today, each of them as a shareholder of New Gold. I now present to the meeting the audited consolidated financial statements of the company for the year ended December 31, 2019, together with the auditor's report on the financial statements. Copies of these documents have previously been mailed or made available to shareholders in accordance with applicable law, and they are available on SEDAR. I do not propose to read the financial statements and auditor's report at this meeting. We would be pleased to deal with any questions regarding the financial statements during the general question period. The next item of business is setting the size of the Board of Directors. The company currently has 7 directors, and there are 7 nominees to serve as directors for the upcoming year. I will now ask Anne Day to move and Rob Chausse to second a resolution setting the number of directors of the company at 7.

I so move.

I second the motion.

As a reminder, the polls are open for voting on this and all items of business. Unless there are any questions, I will move on to the next item of business. The next item of business is the election of directors. Management nominates the following 7 individuals: Renaud Adams, Nick Chirekos, Gillian Davidson, Jim Gowans, Peggy Mulligan, Ian Pearce and Marilyn Schonberner. I now ask Anne Day to move and Rob Chausse to second the nomination of these individuals for election as directors of the company.

I so move.

I second the motion.

New Gold has adopted an advanced notice policy that requires shareholders to give the company advanced notice of proposed director nominations at the annual shareholders meeting. New Gold did not receive notice of any such nominations for this meeting. As a result, I declare the nominations closed and ask Anne Day to move and Rob Chausse to second a resolution to elect each of the persons nominated to serve as a director of the company until the company's next annual meeting or until his or her successor is elected or appointed.

I so move.

I second the motion.

As a reminder, the polls are open for voting on this and all items of business. Unless there are any questions, I will move on to the next item of business. The next item of business is the appointment of New Gold's auditor. I will now ask Anne Day to move and Rob Chausse to second a resolution appointing Deloitte LLP as auditor of the company to hold office until the close of the next annual meeting of shareholders and to authorize the directors to fix their remunerations.

I so move.

I second the motion.

As a reminder, the polls are open for voting on this and all items of business. Unless there are any questions, I will move on to the next item of business. The next item of business is the approval of all unallocated options under New Gold's stock option plan. As described in the management information circular, if approval is obtained, New Gold will not be required to seek further approval of the grant of unallocated options under the stock option plan until New Gold's 2023 Annual Shareholders Meeting. I will now ask Anne Day to move and Rob Chausse to second a resolution, the full text of which can be found on Page 24 of the management information circular.

I so move.

I second the motion.

As a reminder, the polls are open for voting on this and all items of business. Unless there are any questions, we will move on to the next item of business. The next item of business is the approval of amendments and approval of all unallocated performance share units issuable under the long-term incentive plan. As described in the management information circular, the Board approved certain amendments to the long-term incentive plan, some of which require shareholder approval pursuant to the rules of the TSX and in accordance with the terms of the long-term incentive plan. With respect to the approval of unallocated performance share units as described in the management information circular, if approval was obtained, New Gold will not be required to seek further approval of the grant of unallocated performance share units under the long-term incentive plan until New Gold's 2023 Annual Shareholder Meeting. I will now ask Anne Day to move and Rob Chausse to second a resolution, the full text of which can be found on Page 26 of the management information circular.

I so move.

I second the motion.

As a reminder, the polls are open for voting on this and all items of business. Unless there are any questions, I will move on to the next item of business. The final item of business is the nonbinding advisory resolution on the Board's approach to executive compensation. As described in the management information circular, the Board has adopted a policy that provides for an annual say-on-pay vote. I will now ask Anne Day to move and Rob Chausse to second the resolution, the full text of which can be found on Page 27 of the management information circular.

I so move.

I second the motion.

Unless there are any questions, please vote on this final item of business. As noted earlier, voting today is being conducted by an electronic ballot on LUMI's virtual meeting platform open to registered shareholders and duly appointed proxy holders. If anyone intends to vote at the meeting but has not yet voted, please vote now before the polls are closed. If you have submitted your vote prior to this meeting, there's nothing for you to do unless you wish to change your vote. We will now pause the meeting for 1 minute before the polls are closed. [Voting]

The polls are now closed. We have received the scrutineer's report, which indicates the number of shares voted by proxy prior to the meeting, and I'm pleased to report that each of the items of business have passed. Rather than delay the meeting to wait for the final tabulation of votes cast, the results of the ballot will be included in the minutes of this meeting and also filed on SEDAR. Is there any further business for the formal portion of the meeting? Seeing no further business, I ask that Anne Day move and Rob Chausse second a resolution that this meeting now terminates.

I so move.

I second the motion.

With the consent of the Chair, I declare that the formal business of this meeting is now terminated. As Ian mentioned, there will be no corporate presentation at this meeting. Before we wrap up, do any shareholders or proxy holders have any questions?

I confirm that there are no questions.

As there are no further questions, the question-and-answer portion of the meeting has now ended as well. And thank you for attending New Gold's Annual Meeting of Shareholders. Have a good day, everyone.