Russel Metals Inc. (RUS) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to a live teleconference of the 93rd Annual General Meeting of Shareholders for Russel Metals. Today's Annual General Meeting will be led by Mr. Jim Dinning, Chair of the Board. And I would like to turn the meeting over to Mr. Dinning. Please go ahead, sir.

Thank you, operator, and good morning, ladies and gentlemen, and welcome to our 93rd Annual Meeting of Shareholders. Thanks to each of you for joining us on the phone today. My name is Jim Dinning, and I serve as Chair of the Board of Russel Metals, and I will serve as today's meeting Chair. The notice calling this meeting was mailed to shareholders on 30 March, along with the information circular and our annual report. TSX Trust Company have submitted their report, and the Secretary of the meeting advises that a quorum is present, and this meeting is properly constituted to conduct business. With that, we will move through the formal business of the meeting. The first item of business is the election of 10 directors who will serve until the close of the next AGM or until their successors have been elected. The circular contains the list of nominees recommended for election. Before I call for the nomination of directors, I want to thank John Tulloch on behalf of shareholders, on behalf of management as well as my fellow directors. John joined the Board in 2013 following a distinguished career as President of SSAB North America and Executive Vice President at IPSCO. John is not standing for reelection, but I can tell you that he provided us with an abundance of industry -- insightful industry experience. And all of us, and I mean all of us, were just so fortunate to have served with John on Russel's Board of Directors. So to you, John, if you're listening and on the line, we say many, many thanks and continued good health. I now ask for a motion to nominate those listed in the circular to serve as directors.

I nominate the following 10 individuals to be elected as directors of the company for the ensuing year or until their successors are elected or appointed: Linh J. Austin, John M. Clark, James F. Dinning, Brian R. Hedges, Cynthia Johnston, Alice D. Laberge, William M. O'Reilly, Roger D. Paiva, John G. Reid and Annie Thabet.

Thank you, Mr. Smith. May I have a second to the nomination?

I second the nomination.

Thank you, Victoria. Each of the nominees is willing to serve as a director, and each one qualifies to serve under the Canada Business Corporations Act and the bylaws of the company. Nominations are now closed. May I please have a motion that the 10 persons nominated be elected?

I move that each of Linh J. Austin, John M. Clark, James F. Dinning, Brian R. Hedges, Cynthia Johnston, Alice D. Laberge, William M. O'Reilly, Roger D. Paiva, John G. Reid and Annie Thabet be elected as directors of the company to hold office for the ensuing year or until his or her successor is elected or appointed.

Thank you, Sherry. May I have a second to the motion?

I second the motion.

Thank you, Victoria. I would ask Ryan MacDermid, our Vice President, Risk Management and Legal, who is present in person to advise on the motion based on the proxies held and the final tabulations -- tabulation report of TSX Trust.

The motion is approved.

Thank you, Ryan. I declare that the persons nominated for election have been elected as directors of the company. The next item of business is the appointment of the company's auditors and authorization to fix their remuneration. Management's recommendation is to appoint Deloitte LLP as the company's auditors. May I have a motion to that effect?

I move that the auditors, Deloitte LLP, be appointed auditors of the company for the current year and until the next Annual Meeting of Shareholders of the company, and that the directors be authorized to fix the remuneration.

I second the motion.

Thank you, both. I would ask Ryan to advise on the motion based on the Trust Company's report.

Motion is approved.

Thank you, Ryan. I declare Deloitte LLP as auditors of the company for the current year and until the next AGM. The next item of business is the shareholders' advisory resolution to accept the approach to executive compensation as described in our circular. Directors and management recommend a vote in favor of this resolution. It's an advisory vote, and the Board will consider the results as we make decisions on Russel's compensation, policies and practices. May I please have a motion?

I move that the approach to executive compensation as disclosed in the company's circular be approved on an advisory basis.

I second the motion.

Thank you, Sherry and Michael. I would ask Ryan to advise on the results.

Motion is approved.

Thank you, Ryan. I declare that resolution regarding the advisory vote on executive compensation is passed. If any shareholder is interested in the vote count, the results will be available on SEDAR. May I please have a motion to terminate the meeting?

I move that the meeting be terminated.

I second the motion.

Thank you, both. I now declare the meeting terminated. Earlier this morning, our CEO, John Reid; and CFO, Martin Juravsky, completed a call with analysts where they discussed the quarter and the current business environment. The recording is located on the company's website under the Investor Relations section Conference Call tab. If you have any specific questions pertaining to the company, please feel free to send them through to our Investor Relations group by phone at (905) 816-5178, or by e-mail at [email protected], and someone will respond to your inquiry. Thank you all for joining us today.

Thank you, sir. Ladies and gentlemen, this does indeed conclude today's meeting. Once again, thank you for attending. And at this time, we do ask that you please disconnect your lines. Enjoy the rest of your day.