Pembina Pipeline Corporation (PPL) Earnings Call Transcript & Summary

Good afternoon, and welcome to the 2024 Annual Meeting of Shareholders of Pembina Pipeline Corporation. My name is Henry Sykes. I'm Chair of Pembina's Board of Directors, and in accordance with our bylaws, I will preside over this meeting as Chair. Before we proceed to the rest of the meeting, I'd like to start with a Land Acknowledgment, recognizing that we have people joining us today from numerous locations. As Pembina continues to build strong relationships and partnerships with indigenous communities, Land Acknowledgments are one way for us to communicate our respect for the land that we all share. Pembina Acknowledges our traditional hosts and thanks them for their graciousness in welcoming us to carry out work on their traditional territories. Pembina plays a role in the economic reconciliation with indigenous peoples and their respective communities where our operations take place. We acknowledge that future generations and the collective responsibility we all have to these lands. Indigenous peoples are the traditional stewards of the lands and waters, where each of us work and choose to live. We further acknowledge that the indigenous peoples have inhabited these lands and waters since time immemorial. The indigenous people's territory, culture, truth, traditions, teachings and languages are sacred, and we are thankful to be here today as guests. This meeting is being held as a virtual-only meeting this year. Pembina has been and remains committed to maintaining and upholding shareholders' rights, including in respect of our virtual shareholder meetings. Accordingly, we've ensured that this virtual meeting offers shareholders the opportunity to participate to submit questions and to vote at the meeting. Following the formal portion of this meeting, we'll have a question-and-answer session, at which time all participants will have the opportunity to ask questions, unrelated to the matters to be voted on at today's meeting. If you do have any questions about Pembina, which don't specifically relate to an item of business to be voted on at today's meeting, please feel free to submit those questions at any time, and they will be addressed during the question-and-answer session. We'll do our best to answer all questions. But if for any reason we're unable to do so during the meeting, we'll do our best to engage with shareholders after the meeting. Now with me on today's webcast are Andy Mah, a Director of Pembina and Chair of the Board's Human Resources and Compensation Committee; Scott Burrows, our President and Chief Executive Officer as well as a Director of Pembina; Jason Metcalf, our Vice President, General Counsel and Corporate Secretary; and [ Greg MacDonald ] from our auditors, KPMG LLP, who are available to respond to any questions related to their proposed appointment as auditor. As well joining us remotely are a number of representatives of Pembina's executive management team, employees and external advisers. I'd also like to welcome each of the other directors of Pembina, who are all joining us remotely today. Now we'll move on to the formal business of the meeting. The meeting will now come to order. In accordance with our bylaws, I appoint Jason Metcalf to serve as Secretary of the meeting. In the unlikely event we experience any technical difficulty or disruption, and I'm unable to chair the meeting. Jason Metcalf will be appointed with the consent of the meeting in accordance with our bylaws to chair the meeting in my absence so that the meeting may continue as planned. I also appoint [ Kyle Gould ], a representative of Pembina's Registrar and Transfer Agent Computershare Trust Company of Canada to act as scrutineer for the meeting. I'll now ask Jason to address a few housekeeping matters related to the formal proceedings.

Thank you, Henry. If at any time during the meeting, you experience technical difficulties, please refer to the technical support button on the Broadcast section of your screen. The platform we are using today allows our registered shareholders and duly appointed proxy holders the ability to vote online and ask questions during the formal part of the meeting. We encourage shareholders and duly appointed proxy holders who have specific questions on an item of business to submit your questions as soon as possible by clicking on the Question icon on your screen. This will allow us to address your question at the most appropriate time during the meeting. If your question relates to a voting matter, we will answer your question when we reach that item. When submitting a question, please identify yourself and indicate whether you are a shareholder or a proxy holder. Questions not related to a voting matter will be answered during the Q&A session. To ensure that the meeting is conducted in a manner that is fair to all shareholders and to address questions from as many shareholders and duly appointed proxy holders as possible, we request each submission be limited to one question. We also request that each question be in one submission within the character limit provided on the screen and not spread out over multiple submissions. As we may receive multiple questions of a similar theme, we may also exercise discretion in responding to questions, including grouping or paraphrasing questions of a similar theme. While we will try and answer all questions, we will do our best to engage with shareholders after the meeting, if there are any questions that we are unable to get to during the meeting. To assist us in doing so, please provide your contact information with your question. Let's move on to voting. All items of business for shareholder approval will be conducted by ballot. If you are a registered shareholder or duly appointed proxy holder and have already voted in the manner indicated in the meeting materials that were sent to shareholders, you do not need to vote again during this meeting, even if the voting item appears on your screen. Any votes you cast at this meeting will revoke your prior vote. If you are a registered shareholder or a duly appointed proxy holder and have not yet voted, you may vote during the meeting by clicking on the Voting icon at the top of your screen and selecting voting options on each ballot option. The polls will be open for all items of business for shareholder approval at the start of the meeting. This will allow you to vote on each item immediately or, if you prefer, you may wait until the conclusion of discussion on each item prior to casting your vote. Once discussion has concluded on all items of business, we will pause for a moment to ensure that all votes are entered. We will then declare voting closed on all matters of business. The results of the votes will be announced prior to the terms of the meeting. For meeting efficiency, we have asked certain registered shareholders or duly appointed proxy holders to move and second motions proposed at this meeting, so it's not intended to limit discussion and registered shareholders and proxy holders should feel free to initiate discussion on any motion at the appropriate time.

Thanks very much, Jason. I've been advised by Computershare that the meeting materials were duly delivered to shareholders and that a quorum is present. Accordingly, I declare the meeting has been duly called and is properly constituted for the transaction of business. Computershare's affidavit of mailing and the scrutineer's report on attendance will be filed by the Secretary with the minutes of the meeting. The reading of the Notice of Meeting will be dispensed with. I now declare the online polls open on each item of business for shareholder approval. Each person entitled to vote should see Voting options displayed at the top of their screen. With that, we'll now commence with the formal business of the meeting. The first item of business is the presentation of the company's financial statements for the fiscal year ended December 31, 2023, and the auditor's report thereon. These materials have been mailed to all registered shareholders and to any beneficial shareholders who requested a copy of those materials. No action is required by the shareholders on this item. The next item of business is the election of the Directors of the company. In accordance with our bylaws, the Board of Directors has fixed the number of directors to be elected today at 11. Pembina's information circular for the meeting sets forth management's proposed 11 director nominees. Each of the nominees is qualified and has consented to his or her nomination as Director today and will serve for a term of 1 year, which expires at the 2025 Annual Meeting of Shareholders or until their successors are duly elected or appointed. As we didn't receive any additional nominations in accordance with our advanced notice bylaw, I'll ask the Secretary to read the names of those 11 individuals who have been named and described in the Information Circular to serve as Directors of Pembina.

Thank you, Henry. The Management Director nominees are as follows: Henry Sykes, Anne Marie Ainsworth, Scott Burrows, Cynthia Carroll, Ana Dutra, Maureen Howe, Gordon Kerr, David LeGresley, Andy Mah, Leslie O’Donoghue and Bruce Rubin.

Thank you, Jason. All of the Director nominees, other than Mr. Burrows, are independent and all the nominees currently sit on our Board. The nominees bring a diverse set of skills and experience to our Board and further information with respect to each of the nominees is set forth in the Information Circular. The biographies of the Director nominees can be found on Pages 20 through 30 of the Information Circular. Now may I have a motion to elect the 11 nominees as directors of Pembina Pipeline Corporation, please?

Mr. Chair, I move to nominate the 11 individuals named and described in the Information Circular to serve as directors of Pembina and to hold office until the next Annual Meeting of Shareholders or until their successors are duly elected or appointed.

I second the motion.

Thank you. We'll now open the floor to any questions on this item of business. Jason, can you please advise if we received any questions on this item?

Mr. Chair, we have not received any questions on this item of business.

Thanks very much, Jason. If there's no discussion, I've been advised that sufficient votes have been cast in advance of the meeting to elect the 11 nominees as Directors of Pembina. However, in order to comply with our majority voting policy for Director elections, we will still proceed with the voting on this matter. Only registered shareholders or their duly appointed proxy holders can vote by online ballot by selecting the applicable Voting options displayed on their screens. And we will come back to these and all the votes at the end once we are done with the business of the meeting and we've tallied all of the votes. The next item of business is the appointment of KPMG LLP as the auditors of Pembina. May I have a motion, please, that the firm of KPMG LLP of Calgary, Alberta be appointed auditors of Pembina until the next Annual Meeting of Shareholders and that their remuneration be fixed by Pembina's Board of Directors upon the recommendation of its Audit Committee.

Mr. Chair, I move that KPMG LLP be appointed as the auditors of Pembina until the next Annual Meeting of Shareholders and that their remuneration be fixed by the Board of Directors of Pembina.

I second the motion.

Thank you, both. You have heard the motion and it is now open for questions. Jason, can you advise if we received any questions on this item?