Sagicor Financial Company Ltd. (SFC) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. I am Mahmood Khimji, Chairman of the Board of Sagicor Financial Company Limited. It gives me great pleasure to welcome you to the company's 2023 Annual and Special Meeting of Shareholders. As you know, we are using a hybrid format and the meeting is, therefore, being conducted in person and via live webcast. I now invite the Corporate Secretary, Althea Hazzard, to present the agenda, procedures and guidelines for today's meeting having regards to the nature of the meeting.

Good morning. Please place your phones on silent mode if you have not already done so. Our agenda for this Annual and Special Meeting of Shareholders will begin with the meeting Chairman calling the meeting to order and address the various preliminary matters. This will be followed by a review of the financial results by our Group President and CEO, Andre Mousseau. The items of business be voted on will then be moved, each be followed by formal discussion. Voting will then close, and there will be a general shareholder question-and-answer session. Following that general session, the Chairman will report the voting results. If you are a registered shareholder or proxy holder of record, attending the meeting virtually, you are now able to submit comments or questions for formal discussion or for the general question-and-answer session. You may do so by the messaging platform on your screen. The electronic ballot for voting is also now available on your screen and you are encouraged to submit any comments or questions in advance of the question-and-answer session. If you are registered shareholder attending virtually and you've not provided voting instructions, and wish to vote your shares, if you may do so at any time during the formal business of the meeting using the electronic ballot on your screen. Proxy holders who are properly appointed may also vote at any time using the same effort. The polls remain open until just before the conclusion of the formal business of the meeting. If you have voted your shares prior to the start of the meeting, your vote has been received by the company's scrutineers, and there is no need to vote those shares during the meeting unless you wish to revoke or change your vote. So those physically present, whether you are a registered shareholder or properly attendant proxy holder, you would have received a ballot on entering the meeting. The Chairman will invite you to vote on the individual items at the appropriate time, but you may use your ballot at any time while the polls remain open. The polls will close, as we said, just before the conclusion of the formal business of the meeting. Please remain seated at the appropriate time, your ballots will be collected from you. Again, if you've voted your shares part at start of the meeting, your vote has been received by the scrutineers, and there is no need to vote during the meeting unless you wish to revote or change your [board]. For the benefit of all shareholders, shortly following the meeting, we will post the final voting results on the Investor Relations page of the company's website, and the results will also be filed on SEDAR. In relation to questions, if you are a shareholder or a properly attending proxy holder participating online, you may ask questions at any time. And as we said before, this is where the next in platform on your screen. During the formal business portion of the meeting, we will respond to appropriate questions received on the applicable item of business. If you are physically present here with us, you'll be invited to ask questions on the respective items of business at the appropriate time. Appropriate questions that are not related to the items of business will be addressed in the general question-and-answer session near the end of the meeting. There is a constraint of two questions per person and 2 minutes a question. If there is not sufficient time to address any appropriate questions at this meeting, we will post them and the company's responses on our website shortly following the meeting. You should note that comments or questions, including the legal name of the submitting shareholder or proxy holder attending the meeting may be read aloud before being addressed. Before asking a question on the floor of the in-person meeting, please remember to state your name and the name of the shareholder you represent if you are a proxy holder or a corporate representative. Comments or questions may not be addressed which are irrelevant to the business of the meeting are related to material nonpublic information of the company related to personal grievances, the rogatory references to individuals are other ways in bad case, repetitious statements are already made by another shareholder or out of order or not other way suitable for the conduct of the meeting as determined by the Chair of Corporate Secretary in their reasonable judgment. So technical difficulties. If we encounter any technical difficulties with our webcast during the course of the meeting, those online are asked to remain logged on and we'll have the matter addressed as soon as practicable. Finally, I would like to remind everyone that there may be forward-looking statements made and non-IFRS measures discussed during today's meeting. Those forward-looking statements are unless otherwise noted, given as of today's date and involve risks and uncertainties discussed in our filings with securities regulators. A number of factors and assumptions were applied in the formulation of such statements, and actual results could differ materially. Non-IFRS measures are discussed in our management's discussion and analysis for the year ended December 31, 2022, and/or for the 3-month period ended March 31, 2023. For additional information with respect to forward-looking statements, factories and assumptions and non-IFRS measures be directly to Sagicor's public filings. I'll now turn over to the Chairman, Mr. Khimji.

Thank you, Althea, for outlining today's agenda, procedures and guidelines. The meeting will now come to order. I would like to introduce the members of the Board of Directors of the company and executives who are with us today. At the physical meeting, from the far left Mr. Peter Clark, Director; Mr. Dennis Harris, Director; Mr. Dodridge Miller, Director; Mr. Anthony Chandler, Group Chief Financial Controller; Ms. Kathryn Jenkins, Group Chief Financial Officer; Mr. Andre Mousseau, Group President and Chief Executive Officer. On my immediate right, Ms. Althea Hazzard, Corporate Secretary; Mr. Stephen McNamara, Vice Chairman; Professor Sir Hilary Beckles, Director; Mr. Monish Dutt, Director; Mr. Gilbert Palter, Director; and Mr. Alan Ryder, Director. My fellow directors who are also joining us virtually today are Dr. Archibald Campbell, Mr. Keith Duncan, Mr. Reza Satchu; and Ms. Aviva Shneider. We have apologies for the absence of Mr. Stephen Facey. We wish to acknowledge the pending retirement of Mr. Stephen McNamara, Vice Chairman of the Board of Directors; who is not seeking reelection as a director at this meeting having attained the age of 72 years. I also wish to acknowledge the retirement of Mr. Dodridge Miller as Group President and Chief Executive Officer of the company; effective March 31, 2023. Mr. Miller will continue to serve as a Director. We thank Mr. McNamara and Mr. Miller, there are many years of invaluable service in their respective roles. We will turn to the formal business of the meeting, after which there will be time for general shareholder questions. Althea Hazzard, the Corporate Secretary of the company will serve as secretary and record the proceedings of the meeting. Christopher de Lima, Rebecca apprentice and McKenzie Tough from the TSX Trust Company will act as scrutineers. We've asked Mr. McNamara as his final act as Vice Chairman of the company to preside over the formal business of today's meeting.

Thank you, Mr. Chairman, and good morning, shareholders, ladies and gentlemen. As you've heard, this is going to be the last time that I shall have the pleasure of addressing you all in a forum such as this. But one hopes to have that pleasure in other spaces and places as we move forward. But in terms of today, ladies and gentlemen, the voting at today's meeting will be by ballot as this best facilitates a hybrid meeting format. While voting by a show of hands in the hybrid context has not been specifically tested in Bermuda, we are mindful that in terms of the precedent in other Commonwealth jurisdictions, voting by way ever show of hands in a virtual AGM is not well received. We will now proceed with the meeting. This year, Sagicor used notice and access to deliver its annual financial statements and meeting materials. And as a result, the notice of meeting and the management information circular are accessible on Sagicor's website and under Sagicor's profile on SEDAR. They are also available in the documents tab on the left-hand side of your screen. If you are attending virtually, the form of proxy or voting instruction form was mailed to all shareholders of record as of the close of business on April 27, 2023. We have received an affidavit from TSX Trust Company as to the proper sending of the notice of this meeting and the form of proxy to shareholders. I have received the preliminary scrutineer report on attendance, and it indicates that we have a sufficient number of shareholders present or represented by proxy that hold a sufficient number of shares to constitute a quorum. As a quorum is present and proper notice of the meeting has been given, this meeting is now duly and properly constituted for the transaction of business which may properly come before the meeting. I direct that the scrutineers report will be incorporated into the minutes of this meeting. I will now turn to Andre Mousseau, the Group President and Chief Executive Officer, who will provide a review of the financial results. And I might ask you, as usual, to pay particular attention to Andrea's presentation because within it, you may find the answers given to some of the questions that you might otherwise be inclined to ask. So Andre, floor Is your, sir.

Thank you, Vice Chairman, and thank you, Chairman, and thank you, everybody, all shareholders for joining us today. With this presentation, I'll cover our financial results, which I think are the formal order of business. I'll also expand on the investments that we're making that we made last year and going forward as our slides flip around to ultimately deliver value to shareholders. 2022 was an exceptionally strong year for Sagicor Financial and for the Sagicor Group of companies. After a record 2021, Sagicor once again delivered very strong net income, reaping the benefits of investing the capital we raised in 2019 just prior to the pandemic. We navigated volatility in capital markets while making investments that will ensure that our growth persists in years to come. And we continued to deliver on our promise to return capital to our shareholders, both through dividends, which for Sagicor Financial, continued unabated through the pandemic and through shareholder buybacks. In the past 5 years, SFC has returned USD 176 million to its shareholders. Our results in 2022 spoke for themselves. In a year of, as I said, extreme market volatility, we grew our total asset base to $10.8 billion by delivering record revenue of USD 2.5 billion, showing that our policyholders continued their trust in us, and we delivered very solid net income to our shareholders of $116 million second in our history, only to 2021. And these numbers included significant onetime costs such as the IFRS 17 project cost making new acquisitions as well as marking some market -- making mark-to-market adjustments to our asset values as asset prices fell. So if anything, our 2021 net income understated the core strength of our business next year -- last year, excuse me. Now as we were delivering these solid results, we've also been investing in our future. The Board and the executive team have worked tirelessly to develop an action plan to invest our capital and our collective effort in a way -- in a focused way to ensure our growth, stability and profitability for decades to come. And these investors have come here in our home turf in the Caribbean, where we enjoy tremendous brand recognition and market shares as well as in North America, where we're growing organically and inorganically in those markets where the market opportunity is many times the size. And underlying all these investments is the theme of digital transformation to fundamentally change how we do business to meet our customers wherever they want to meet and through whatever medium they choose, and to use technology ourselves to administer that business in a more modern and efficient way. Some examples of our investments here in the Caribbean, including the launching of Sagicor Bank Barbados, the Caribbean's only truly digital-first Bank. Two years ago, we set ourselves the challenge of launching a truly digital bank that would use the latest technologies developed in other markets to let us leverage our brand to launch a bank completely unconstrained by the traditional ponderous way in which banking is done in our markets. We invested in technology and the team. And earlier this year, the project came to fruition and launched. And not only do we believe the bank here in Barbados will be a success in its own right, it is proof of what our team can do using technology. And the learnings will be taken from that to our core insurance business. In the world of brick-and-mortar, literally, we invested in a significant real estate development here in St. George called the estates, a major project that is just about ready for occupancy, and I would encourage all of our shareholders to go and take a look. Our Jamaican subsidiary continued to grow through acquisition, acquiring Alliance Financial, and we've been investing in Trinidad, here, SITAL stands for Sagicor investments, Trinidad and Tobago Limited to grow our investment in wealth management business there. We've also continued to invest in our U.S. subsidiary. We have a deliberate strategy of allocating capital to growing our assets in the U.S. and getting that business to scale, and we continue to have strong success. We took in over USD 1 billion of premiums and even net of significant asset price reductions still grew our net assets by $0.5 billion. And our U.S. segment delivered the lion's share of our segment net income as the present value of those profitable annuities contracts that we sold were recognized. This brings me to our other significant investment of 2022, our Canadian acquisition of Ivari. For a purchase price of just under USD 300 million, we are nearly doubling our asset base. increasing our earnings and providing access to another area for growth. This is an exceptional use of our excess capital. Ivari is a leader in the Canadian middle market, which is a demographic that fits nicely with that, that we serve here in the Caribbean. With this business, we will inherit nearly USD 10 billion of assets, including an $8 billion investment portfolio of entirely investment-grade Canadian and American assets. We believe this enhanced portfolio will help us unlock an investment-grade rating for Sagicor Financial itself as it improves our overall credit mix substantially. We are currently going through the regulatory approval process and expect pending that to close the transaction in the third quarter of this year. We also continue to invest in our communities. Being responsible and positive contributors to our communities is in Sagicor's DNA. We have a long history of community engagement. Currently, we have a multipronged strategy in the communities in which we operate, including health, education, community and youth development and sports as well as being there in times and needs when there are unforeseen circumstances. All of our subsidiaries are active community members, whether it's here in the Caribbean, where we're called upon for leadership and in the U.S., where we are relatively smaller but make meaningful contributions to our communities as well. We'll also be putting more focus on climate-related initiatives given the risk that climate change poses for our economies. Going forward, we expect to enhance our disclosure around that, which we already do to fit in with emerging ESG frameworks designed for investor bases. Now this year -- and by this year, I mean 2023, has had an extraordinary accounting event, and I'd be remiss not to touch on it here. Years ago, the International Accounting Standards Board, which oversees the accounting score keeping for businesses in most of the world, dictated that insurers would be given a completely new way to keep score. The nature of accounting for revenues, for profits, for what we owe our policyholders has completely changed. The technological challenge of meeting this requirement was significant, and I would like to take the opportunity, one more time to thank our finance, actuarial and technology teams for their tireless efforts in achieving this change on time. Now this is a change in score keeping, but it does not fundamentally change our business. The fundamental economic -- economics of insurance policies and our enterprise are unchanged. However, the financial statements do look different. The major difference I'm highlighting here is on the balance sheet with respect to shareholders' equity, where a meaningful proportion has moved from equity into a liability called contractual service margin or CSM. CSM is essentially a store of future profits, which can be recognized into income over time. Before under the old accounting, you were made to take a conservative view of future profits and take them into income immediately. Now they're taken over time. So as a result, our equity is lower, but the combination of our equity in our CSM is quite similar. Now it's important to note here that our acquisition, which we expect to close this year, will add not only more equity, but also new CSM, which will drive new higher profits in the future. Those precise figures will be divulged after the acquisition closes, but we have given guidance that would point towards net income in 2024 of approximately USD 90 million to USD 110 million, including the full year of the acquisition. Now as a fellow shareholder, I'd also like to address the issue of share price performance. Our financial performance, our fundamental performance has been strong, but our share price has yet to follow suit. This is not acceptable. We are confident, as I said, on a fundamental level, having delivered strong results over the last 2 years with record net income. We've had a consistent dividend payout and we have been returning capital to shareholders, and we're making investments for growth that position us very well going forward. Today, our shares are fundamentally undervalued on any reasonable metric. We listed on the TSX right before COVID. The market had never had a chance to embrace us. And continues not to recognize our strength here in the Caribbean, the growth of our U.S. business and the value of our pending Canadian acquisition. With a strong and growing business, we will push forward on our market engagement to broaden our research coverage and engage with new investors. As we do this, we benefit from the powerful alignment that we have created between our team, our Board members and our shareholders. Today, nearly half of our shareholdings are directly represented on our board through board appointments. That means that all of these decisions around our business strategies, our growth investing and how best to return capital to shareholders are being made with a direct eye to the creation of long-term shareholder value. With that, once again, I thank you for being here and very much look forward to your questions.

Thank you, Andre. The next matter on the agenda is for the shareholders to receive the company's audited consolidated financial statements for the year ended 31st of December 2022. Together with the auditor's report thereon, both of which can be found in our annual report. The 2022 annual report is available to all shareholders through the Investor Relations page of our website and on SEDAR. The annual report is also available in the documents tab on the left-hand side of your screen. Copies of the annual report were also available at the entrance to the physical meeting room. I now invite shareholders or proxy holders who are physically present, when it comes to discussion, ladies and gentlemen, of each of the items of business we shall endeavor to hear from the floor first. And then when you have become exhausted on a particular matter, the Company Secretary will then advise me as to whether there have been questions posted online, and we will shift over to responding to those. So in line with that, batting order, I would now invite the shareholders and proxy holders who are physically present to ask any questions which relate to this item of business, to it, the financial statements on which Mr. Mousseau has just pronounced.

This is not one of the two questions or 2 minute limitation. I just was looking for clarification that this was set at -- the last meeting that I attended that there was a 2 question 2-minute limit. I'm not sure where that is located in the bylaws of Sagicor, where shareholders are limited to asking the administrators of their company to two questions or 2 mins. So maybe one of you can help me to locate that.

I would just say that we would be very happy to answer all of your questions at any time you can reach Andre, the management team and others over the period of the year, if questions or concerns come to mind, we're as active shareholders across this table and across this room, we're always happy to answer questions. So please don't ever feel constrained. We do, however, have to manage the schedule today, particularly given that we have a virtual and physical meeting. So hopefully, that helps.

Okay. Because this is the only company meetings I go to where there's a two question limit. And then also just for clarification, is that two questions in total? Or is that two questions per resolution item -- because it's the financial statements, you have the resolutions, all the directors and then you also have the general question period.

Yes, I think we can have two questions per item as we move along.

Right. Directors and all [indiscernible]. Cheers for the record, to the Chairman. To the chairman, what has been done to what to say, increase the value of the share price, which is [trading] on the Canadian stock market of Sagicor financial company. As it stands now, is not doing as well as it should. So what strategies, what mechanisms are going to maintain going forward?

Thanks for your question. I think Andre outlined in some detail the various measures that we're taking. The most important of which is, as Andre has described are that your Board and your management is hugely invested in the shares of this company and has a long-term view to create value for all shareholders. And as Andre outlined, we are undertaking a variety of measures to create and ensure long-term value for these shares. Also, the company was born as a public company on the Toronto Stock Exchange at an unfortunate time given the COVID crisis and management and the Board are actively engaging with analysts and investors to tell our story, the company is in transition, given the major accounting changes that Andre outlined and the very, very significant growth initiatives that are underway. So we will be in a very active process of educating investors, analysts and shareholders about the enormous potential of this company over the next many years. So hopefully, that gives you some insight in the initiatives that are underway.

Great. You may recall last thing, to the best me knowledge. There was Sagicor financial company invested then in the teleco clearance. I don't know [indiscernible] for lack of pronunciation clearance. And to the best of my knowledge, it's not been for borrowing adequately. Has the company taken cost effective and cost-efficient steps, so recently, right, improve that aspect of Sagicor financial company investment?

Thanks for your question. I think you're alluding to our investment in Playa. That investment has actually done spectacularly well. We made -- invested just under $5 a share and the stock is trading at somewhere between $9 and $10 a share in a very short period of time. It is a fabulous Caribbean hotel company that creates important economic benefits to the Caribbean region. The company is projecting exceptional results for 2023. Balance sheet is in the best condition it's ever been in, and we have the benefit of an absolutely fantastic management team. And as I said, we, at Sagicor are extremely well represented on the board. So we view that investment in that company as a source of attractive future share growth, earnings growth and value growth for Sagicor shareholders.

And just to add to that with respect to how that presents itself through our financial statements. We do mark that investment to market. It did have negative aggregate performance in 2022 due to the asset price volatility in the market, but we have more than made that up in 2023 today and saw a very significant gain in the first quarter of 2023.

I would also add that your Board contains some deep institutional hotel investment experience, and we look at that investment, both on a share price valuation and on the basis of the value of the underlying hotel real estate and the underlying value of the business and we remain very constructive on all of those fronts. We made our investment in the company at the depth of COVID when the company was massively mispriced, and we have, as an investor and the shareholders benefited substantially from the recovery in the performance of that company.

Great. On Page 112, consolidated statements of financial position. On the equity, retained earnings, we have here approximately USD 0.5 billion -- what incentive is going to be used in terms of increasing the dividend payment to shareholders. You have roughly USD 0.5 billion [indiscernible] earnings and your equity column for your company. As a shareholder, wherever I sit, I would imagine that the Board of Directors to act before [indiscernible] issue response in the best interest of the shareholders. So therefore, with that we say, have come to believe that there should be an increase in dividends. What say you?

Again, I would just remind you that your Board consists of half of the shareholders of the company, and there's nothing we enjoy more than dividends. However, we have to take a balanced view of returning capital to shareholders versus considering the long-term growth and value of the business. And your management team and your board are constantly engaged in considering the best utilization of the capital of the company. Dividends are also heavily determined by a variety of considerations, including regulatory capital requirements, future funding requirements and future growth considerations. So you should rest assured that your Board and your management is constantly assessing how to balance uses of capital. And you should also be completely reassured that your Board is completely aligned with you as large shareholders in considering the optimal dividend for the company now and in the future.

I don't recall you having given your name when you gave us your first contribution. So maybe you'd like to do that now and then proceed?

[indiscernible]. Now this book is very thick on trying to understand these terms. You would need a PhD from [ K. Phill ] So I guess I'll have to -- rely on the Board to bring some clarification on my behalf. Now Mr. Andre Mousseau gave a very good presentation. Thank you for that. And you mentioned that Sagicor is endeavoring to make an acquisition that will contribute the ongoing revenues and profits of the company. So I'd like to know if there is -- if Sagicor is undertaking any debt for this acquisition expansion and what effect will that have on the company's overall debt? Because on Page 39. Page 39, it says Sagicor has USD 632 million in notes and loans payables.

Is there another part? Or shall I address that now?

Yes, you should. Yes.

We are incurring debt to make the acquisition. I believe disclosed when we made that announcement back last August that we have a committed facility with a syndicate of banks led by JPMorgan, Royal Bank of Canada and National Bank of Canada for up to USD 320 million. We thought that it would be prudent to fund a portion of the transaction with debt in terms of the return to shareholders. We may not -- we may choose not to draw on that entire facility, but it's committed and available to us. In terms of that effect on the company. I think we've said through the public disclosure that because we're adding equity through the transaction, we will come out about even on a debt-to-capital basis to where we are before the transaction. So we see it as quite manageable from that point of view. And the anticipated cash earnings that we'll get from that company significantly exceed the cost of the debt that we will incur. And therefore, the transaction will be accretive to the shareholders.

Right. No. Maybe I should have phrased the question differently. So this is why my lack of financial understanding comes in.

Well, I don't have a PhD either.

So when I was talking about the effect, it said that the Federal Reserve is aiming to have their interest rates of 5.65% by the end of this year. The Canadian Central Bank increased their interest rates again this month. So you mentioned U.S. and the Canadian bank that you have a USD 325 million facility through. So when I'm talking about the effect, I'm talking about the effect of the increasing interest rates on existing debt and then for this acquisition you're looking at?

I see. Thank you for the clarification. That's a good question. We had the benefit, if you'll recall, locking in the coupon on the majority of that $600-and-some million debt stack, so to speak, when we refinanced our bonds just prior to interest rates, shooting up over the last year or so. So $550 million of that external debt is locked at 5.3% and is locked until 2027 or 2028. And so that has no effect on us. The facility that we will borrow from that I referenced here is floating. So it is every time interest rates are raised by the U.S. Fed then that's reflected in the pricing for that facility. We incorporated a view on rising interest rates when we made the acquisition. And the statement I made earlier still stands with respect to significantly more distributable net income than what we plan to borrow even considering rising interest rates.

On Page #43 , net income attributable to shareholders -- common shareholders, you have 2 boxes here,3 months ending and year ending. So for 2022, for the 3 months ending, basic earnings per share is $0.092 for 2022 and 2021 is $0.293. For the year ending, again, basic, it's $0.809. And then for 2021, it's $0.919. So again, not having a strong background in finance, to me, it looks as though, the companies has done not as well in 2022 as they did in 2021 because $0.09 is about 1/3 of $0.29. I'd be looking at the 3-month comparison or average. I didn't mention -- you stated earlier that 2022 was still a good year, but from what I'm reading here on Page 43 it's not. So is this -- is it acceptable for the Board? I guess that will be my question, mean you're looking at 2022 being not as good as 2021.

I can allow the Board to respond as to acceptability or not. It's a factual statement that it was the second best year in the history of the company. It was a strong year by all of those metrics. The fourth quarter was not as robust as the second and third quarter, and that was due to a decision within our control to generate more production in the middle part of that year in our U.S. subsidiary. And so that's when the quarterly net income was stronger. There were some onetime costs in the in the 2022 figures that, as I alluded to somewhat understated the core earnings power. But if you look at the historical results of Sagicor prior to the transaction that was undertaken pre-COVID. This is significantly more net income than the company had generated over the past decade, and we think represents very strong performance.

I would just add that your Board, your management is never satisfied with our results, even if we had a record year, we wouldn't have been satisfied. So there is a constant drive to optimize the performance of the company, led by your management team that works ceaselessly around these issues. But I would remind you that we've been through a period of unprecedented volatility over the last year, which impacts a very large balance sheet. And when you combine those effects, inclusive of marking our balance sheet to market on a constant basis with ongoing investments in major accounting changes, in new initiatives and growing our company, and in initiatives around acquisitions and ongoing growth, combined with the fact that if we were purely interested in manufacturing earnings, we could have shifted the balance of our capital investments across the business. But again, we look at this not just in the very short term but across the intermediate and long term in terms of optimizing the value of your company and our company together. So there is that constant balance. And so we may not have earned an A-plus in terms of growing earnings year-over-year. But I can assure you that we are thinking constantly about the balance of the short-term versus the intermediate and the long term. So hopefully, that's helpful.

Right. And maybe Mr. Dodridge Miller answer this next one. Is there a specific reason why Sagicor is not traded on the local stock exchange?

Apologies, who was that direct to?

Mr. Miller, the former CEO.

I think the Board undertook to consolidate trading on a single recognized international exchange where investors from the rest of the world would have more access to it. If you look at where we've gone to source significant growth capital as well as debt capital traditionally in the global markets. And so the decision was taken. I think we've all benefited from the enhanced disclosure that comes along with the TSX listing and the share price discovery as we all agree with has yet to present itself, but we have a strong plan to move that forward.

I would also add that our largest subsidiary is traded on the Jamaica Exchange.

Go ahead, sir. I have one more, and then I need to see if there's anybody else in the room. And then we need to sort of accommodate our online folks as well. So...

Right. This has to do with the [indiscernible] from the listing of shares on the stock market -- local stock market. [indiscernible] shareholder, Canadian company, they have compulsory notes -- receipts and they are listed locally on the [indiscernible] Stock Exchange where shareholders can trade among themselves. So that is one aspect you can look at apart from [ Amera ] [indiscernible] in Canada, which I'm a shareholder, and you can have the depository receipts with -- on the local stock exchange. Now that being said, the CEO in his address under the caption insurance sustainable feature on Page 10, alluded to climate change [indiscernible] Why? Because if it is a [indiscernible] specifics as to one mechanisms, our process will be evolved for -- to counter climate change. [indiscernible] Tsunamis, et cetera, hurricanes and so forth. So what concrete initiatives in terms of risk management for unforeseen climatic changes that can possibly occur in terms of things like servers, the other things stored and so forth. These servers offshore in Canada or in Europe or whatever, with the company's data and so forth, backup, et cetera, et cetera. So can you upon clarification under caption Insurance Sustainable Future, what initiatives with the Sagicor Financial Company is getting with due regard to climate change.

Well, first of all, I'd say we agree fully with your sentiment and recognize that climate change will have an impact on our business and presents a significant risk factor and we have taken that -- those risk factors into account as we do planning across all of our businesses. As an example, with respect to our data centers, we do have those -- our primary data center is located in the United States and has redundant facilities. And that is done for reasons, inclusive of risk management around climate change. I alluded to this a little bit in my presentation earlier, but we are also looking at incorporating proactive climate change initiatives into our broad CSR framework. So adding on to what we already do in terms of defensive, more risk-focused initiatives into proactive steps that can contribute in some way to fighting it.

Jamie.

Sorry, what was your name? Sorry sir, what was your name?

Sagicor -- I am sorry -- Jamie Nurse. Sagicor Bank, I was initiating certain things to actually register there due to the -- it is a different decision in savings and certain things. My thing is [indiscernible]...

Sorry, could you repeat the question?

I have a statement here under Barbados Centro Securities, [indiscernible] corporation where I see the statement of account with account attained statement of what date was the year and it was there financially, corporation [indiscernible] 9 balances of a price of [ $2.10 ]...

Can I answer that? Okay. So you're talking about Sagicor Financial Corporation Limited. And what has happened is we have shareholders who have not presented their dividend checks, et cetera. So there is a process by which we are taking the opportunity prior to -- we have conditional delisting approval for that. But before we do that, we are trying to get the shareholders who have unclaimed dividends to come forward. So if you received any communication from the deposit rates because it is related to unclaimed dividends that were due to you before the company moved to the TSX.

Another question, too. I have your chart. And this chart actually [indiscernible] $0.40. I think that was probably prior during the years, but I had a little [indiscernible] from TMZ, where he was telling me about the dividends and certain banks that do not corporate really. What is the process on that.

What I would say is it seems as though you have specific issue. We do have representatives from the TSX Trust Company, our registrar. We have our corporate administration in the room as well. And if you want to speak with me directly afterward I can do that. You may know that we have reached out to shareholders in terms of direct deposits, et cetera, of dividends in Barbados dollars. That process has only been delayed because the particular bank that we were trying to use has had its own issues with its systems. We are hoping that Sagicor bank that is launched in this part of the group. Will assist us in dealing with those particular issues. So there's a solution in terms of the direct deposit, but your specific issues we can assist you with on a one-on-one basis.

Okay. Can you actually [ take ] dividends, I've checked [indiscernible]

No.

Was it illegal formulation of the Bank?

Well, I am not authorized to speak on Sagicor Bank. I'm speaking to you in relation to U.S. Sagicor Financial Company or Sagicor Financial Corporation...

Madam Secretary, do we have any questions online?

Chairman, we had a question, but it was not for this item. So we'll take it later in the meeting.

My name is [indiscernible]. I do have a question for the Board. As you all know, Sagicor was originally Barbados mutual, It was a company that started back in the 1830s, I believe especially with Barbadian company started. What our system has grown is no international company. And I'm concerned about Sagicor has forgot it's roots and it's not paying enough attention to it's origin, his original nation Barbados. However it [indiscernible] with some of the big issues facing Barbados at this time. One of those big issues in the area of the fuel -- [indiscernible] and the whole question of renewable energy. Is Sagicor investing in this area of being in solar, other areas that carried on the high import bill of Barbadians. Another area to Barbadians are concern about is equal area of renewable energy but area of [indiscernible] and we are suffering from drugs. I know in the area of -- we don't know for several months. We are quite low [indiscernible] I want to know what is this company about, the Barbadian company origin is doing to assess Barbadians in the area of the [ saal ] plants and so on. Answer me.

Perhaps I'll go first. I did point out in the presentation that Barbados, we still do and we'll, always consider our home turf, and we have made significant investments here, tangible investments over the past 2 years consider continuing what we have done for the past [ 180 ] or so years with respect to the digital bank and with respect to the estates of St. George to very different projects, but Barbados continues to receive proportional, if not disproportional amount of the investment capital that Sagicor puts out and appropriately so. with respect to renewable energy, Dodridge, could I put you on the spot and invite you to comment on some of those specifics.

Sure. Thanks, Andre. For a number of years, we've been working with the Light and Power Company, on a wind farming project in the north of the island. We have several renewable energy projects in the area of solar, in joint venture Life of Barbados, but also on our own that are under consideration and active discussion with the government. And there are lots of things that the team would be going behind the scenes with the government to address many of the concerns of Barbadians that we do not speak up publicly. So yes, we are still very vested in Barbados, and we continue to play an active role.

Okay. All right.

Sorry, Vice Chair. Name is Stephen Robinson. This will be a question, I guess, for Mr. Mousseau with respect to your presentation, you indicated that under IFRS 17, the equity had fallen compared to prior to IFRS 17. But when you add it [indiscernible] it comes back to approximately the same position. How does that compare to other insurance companies what you've seen.

Thank you. It's a very good question. There's been a very wide dispersion around the world around the effect on different companies' balance sheets. We could talk all day about the accounting policies. But the very short answer is the more that a company is tuned towards -- proportionately towards longer insurance policies, the greater the effect has been. So IFRS 17 as an example, also, it applies to all insurance contracts. And so it affects P&C insurers as well, which is a small proportion of our business and companies that have a higher proportion of that or a very short tailed insurance business like group life and health or other businesses like asset management, as a higher proportion of their business have been affected less. We have seen both public and private companies that are more like us that have a significant proportion of their business in true long-term life insurance and annuities where we have seen similar effects. And in some private company cases, more dramatic effects than what we have seen. So the effect is more or less consistent with where we sketched it out when we started this project 2 or 3 years ago and is consistent for a business with our asset and liability profile.

All right. So I have one more go and then I have to move on. Yes.

Yes, this is appeal to the CEO in terms of -- but this is public knowledge, common knowledge Barbados, [ BDMC ], which is a government-owned is supposed to be sold as the largest [indiscernible]. I don't know if you know but you should ought to know that Sagicor Financial Company owns Barbados Farms, the second largest. So therefore, this is appeal, request to the CEO that if BDMC, government puts this in the market that Sagicor Financial Company make an acquisition for it, it help the industry of Barbados and merger if they own Barbados Farms. So this is my appeal to the CEO, good CEO to take you on consideration and advisement.

It is a good comment, and we would agree that any asset of that nature here in Barbados that comes up for sale, we would be remiss in not analyzing the opportunity. As you point out, we are the large majority shareholder of Barbados, and so we're already in that business. And management and the Board will evaluate it against other investments that we have the opportunity to make with the shareholder and policyholders' capital.

Ladies and gentlemen, we're going to move on now, also in accordance with the Bermuda Companies Act and the company's bylaws. The statements are presented to the meeting, but no further action is required with respect to them. I now move to the second item of business, which is the election of 14 directors. The management information circular for the meeting lists the 14 director nominees. The nominees identified in the management information circular for election directors a Dodridge Miller, Sir Hilary Beckles, Dr. Archibald Campbell; Peter Clark, Keith Duncan, Monish Dutt, Stephen Facey, Andre Mousseau, [ Alan Rider ], [ Rezosachu ], [ Aviva Schneider ], Gilbert Palter, Dennis Harris and Mahmood Khimji. I ask a shareholder to move to formally nominate as a director each of the proposed director nominees named in the Management Information Circular for this meeting. for election as a Director of Sagicor Financial Company Limited to serve until the next Annual Meeting of Shareholders or until their respective successor is elected or appointed. Can I have someone the motion.

Second it.

Okay. As no notice of additional Director nominees was received in accordance with the company's bylaws, I declare nominations to be closed. And I now ask a shareholder to move to elect each of the 14 named individuals as directors of the company. I have someone propose. Thank you. Will someone second that motion? Thank you. I invite shareholders or proxy holders who are physically present to ask any questions which relate to this item of business.

Hello, I would like to know what is the standards of the requirements to sit as a Board of Director of Sagicor.

What I would say is the biggest hurdle is probably being accepted by the [indiscernible] Stock Exchange and by various regulators because director who sits on the parent company Board must also be approved by some of the financial regulators within the group. So I think that's probably the biggest hurdle. The fit and proper requirements. Apart from that, I think what we've tried to do is to find the right mix in terms of skill sets, et cetera, in relation to directors and then we will note that there are various shareholders who have nomination rights in relation to directors as well.

Interesting. Now the reason why I ask is because Canada is the federal government is putting out a notice for directors on various state-owned enterprises, it lists what the qualifications are. They want people with a background in finance, engineering, accounting, health, et cetera. so many years work experience, no criminal record, et cetera. What I haven't heard here was requirements as a Director of Sagicor Inc. So can you point me in the direction where it would list these requirements to sit as a director.

If I may, Chair, I think the Board has a corporate governance and nomination committee that one of its primary agenda items as the parent -- the composition and the membership of the parent company Board as well as the boards of our subsidiaries. And while there is not a checklist up on our website per se. All of the items that you listed there are taken into consideration. The -- as Althea pointed out, the regulators certainly do have checklist. And those checklists vary ever so slightly in our 20 different jurisdictions, but they're fundamentally the same. But all of those go into consideration in terms of providing a Board that fundamentally adds value to the governance and stewardship on behalf of the shareholders.

We also add, if I may, that we are also paying very careful attention to our geographic concentrations and ensuring that those geographies, particularly the Caribbean are extremely well represented across [indiscernible]. And you will find that those representatives who come from those individual regions are leading practitioners in those regions and carry their goodwill on our behalf across those geographies.

Chair, can I just add that there is a pace of what we look for at Page 48 of the management information circular as well. So that info page -- but as I said, there are strong regulatory requirements.

All right. Yes. No, again, every AGM might go to in Barbados. I'm not -- I've never been showing a list that says these are the qualifications that we are looking for, board of Directors. It seems to be -- it's more of a view associated with this group. You hang out with this group of people. And so that's how it goes. It's -- it doesn't seem to be transparent as they see in Canada, it is clears mud.

All I would say is that one is not likely to have a list because when there's a vacancy to be filled, one of the things that the Corporate Governance Committee does and the Board as a whole is to look at the existing board and decide what particular skills are needed at that time, depending on what's going on in the sphears in which we do business. And that guides us to the criteria for that moment in time for that director that we might be looking for at a given time. So that's really how the process begins and how it's likely to work. Yes, Philip.

For the record, the name is Philip Osborne. On this subject, turn to Page 34 of the annual report, diversity and inclusion state that we continue to accelerate our progress on diversity and inclusion, particularly around gender diversity, where we now have 43% of the executive roles filled by female employees furthermore, 31% of our directors are across the group of companies are female. I think my question and I guess is the question. I think you've made reference to the corporate governance committee which looks at this. Certainly at the parent board, I see no evidence of any progress as far as any acceleration to progress in terms of gender diversity. And I certainly think I have raised this matter before. I think it matters that we have a parent Board that has gender diversity. We have 14 persons there. 1 female, 13 males. I do not think that this represents any form of gender diversity. I think it is a matter that the corporate governance committee should be looking at to address and certainly as we base on to yourself, sir, the vice chair, it is a vacancy, hopefully, we will see at least some acceleration towards gender diversity. So maybe the chair wishes to comment.

You're absolutely right in your commentary. Your concern is one that has taken extremely seriously by this Board. But as the Vice Chairman said, we consider a whole variety of factors including especially what the company needs at a particular time in its evolution. But there has been an intense focus across the company to remedy gender diversity every one of our most senior executives that have joined Sagicor within the last year is women. So we're making great progress across the company, both at the parent company level and at our subsidiary levels. And we hope that in the near future that we can reflect that on the parent company Board if circumstances permit.

I just want to follow up on my colleague, Philip's question because what I found interesting was that the Vice Chair was saying that it's a matter that has concerned the Board, and they have been thinking about it. Are you saying to me that in the universal Sagicor company, you can only find one woman to sit on a 14-member board. I think you need to have a commitment, a serious commitment that we will have a strategic plan within the next X number of years, they have 30%, 40% or 50% of the Board represented by females because you are listed on an exchange that operates in one of the most diversities in the world, Toronto. And even in your own self interest, you would realize that we've been a very important to that society. And surely within the universal set of women, you can find more than one woman to sit on the board at the current level. Therefore give us a commitment that you have a strategic plan with an X number of years to do something about the composition of the Board. Otherwise, you suffer from group Inc.

I will just reiterate what I said a minute ago that we have a very serious commitment to gender diversity. As it relates to our broader diversity, we are probably amongst the most diverse boards in the country. And as I just said a minute ago, we have a very, very serious commitment to gender diversity as represented by everything we're doing across the company and we take your comments with a great deal of seriousness. This is an issue that we are both very focused on and which is a key focus of the Toronto Stock Exchange, the Canadian government and bodies across the world. So please rest assured that we're extremely focused on.

Madam Secretary, have we received any online questions?

No such questions.

Okay. Persons voting at the physical meeting are invited to use the ballot received to cast their votes on this item of business. As a reminder to shareholders and proxy holders voting online at the meeting. To vote on this item of business, use the electronic ballot on the left-hand side of your screen under item #1. You will find listed the names of the 14 nominees for election to the Board of Directors listed in the management information circular. For each nominee, you may vote for or withhold voting. As previously noted, the results of the voting will be shared later in the meeting. The next item of business is the appointment of the company's external auditor for the next year and authorizing of the Board of Directors to fix their remuneration. I would like to point out that this will be the last audit conducted under the leadership of PwC partner, Jerry Mahan. Jerry will be excusing himself from the file after this year's audit in compliance with PwC's auditor independence rules. On behalf of the Board, I'd like to thank Jerry and to wish him good luck wherever his path takes in after Sagicor. I now ask a shareholder to move the PricewaterhouseCoopers SRL, appointed as the company's external auditors until the next annual meeting of the shareholders or until a successor is appointed and that the Board of Directors be authorized to fix the auditor's remuneration. Thank you. Will someone second the motion? Thank you. I now invite shareholders or proxy holders who are physically present to ask any questions which relate to this item of business.

PwC. I'd like to first ask how long has PwC been performing the function as external auditor for Sagicor.

Okay. Yes. PwC has been the auditors of Sagicor since demutualization in 2002. We ran an RFP process to tender the audit in 2013 and PwC was the successful audit firm.

So 20-plus years. Okay. Now. There's 2 things I have to say about that. The first one is, and I'm not accountant, you're. You're supposed to be independent, in fact, and in perception. I know Mr. Mousseau would be familiar with that. So I can't see how someone who's performing the function of an external auditor for 20-plus years, seen especially what you've had since under [ Arthisan ]. Can be deemed independent in this situation where Sagicor is generating over $2 billion a year in revenue, and they're functioning in all these areas, life insurance, investments, et cetera. So I don't see how this can be deemed independent. So can someone help me, I'll clarify how PwC can be deemed independent?

Yes. We believe that the independence of the external auditor is very important. And we take that very seriously and we have put in place measures to ensure that so for example, our Audit Committee to whom PwC reports ensures independence of reviewing and monitoring any potential nonaudit work to ensure that independence remains. And as a result, there's very little, if any, nonaudit work with PwC. Also, as Sagicor is a public company, the audit partner is subject to the independence rules that require the audit partner, the signing partner is required to rotate off every 7 years. And as you -- as was previously noted, Jerry will be coming off at the end of this audit. So we do take the independence very seriously and do monitor to make sure there's processes in place. We are in a number of geographic locations, as you're aware, we're a global organization. It's very important to us that we have an auditor with deep local knowledge as well as the expertise in the complex insurance industry that we're in, and we believe that PwC provides that to us.

I would just add a couple of more points. Number one is that there are only a couple of global accounting and audit firms that can deal with the complexity of the jurisdictions, regulations and accounting requirements of a company of our size and complexity. So unfortunately, it's not as if we have a set of 10 options or 5 options across the globe that are our alternatives. I would also add that this Board has no affiliation, affinity or motivation as it relates to this audit firm versus another. And the things that we think about are the disruption, the expense of shifting to a new firm, the fact that we have a very rigorous internal process both through management and through our Audit Committee and through our Board to ensure rotation and independence that board -- that committee reports directly to the Board as it relates to its findings or concerns. So I just want you to be assured that this is a question that we review carefully every year, and that is being discussed very vigorously as we speak. So I just want to assure you that there is no emotional bias towards the incumbent, but we do have to be very thoughtful about the considerations that I've outlined.

No, and I just want to make it clear. I don't know anyone at PwC here. So it's nothing personal. I have nothing personal against the Board members. And I'll tell you something else. A lot of people usually look at me and they figure, well, because this individual has a well groomed head of here, he probably doesn't know who he's talking about. But I will tell you that every year, I have taken part in the external audit process, I've also done internal audit. Right. Yes, you can tell me that there's a vigorous internal process. You have these steps in place. But I'll go back then to GAAP before you had IFRS. So an accountant must be independent, in fact, and in appearance. So Ms. Katherine. You had mentioned that Sagicor is global, and you need a form that can deal with that. And that's actually good that you pointed that out. Because I read somewhere, I don't know if it's fake news, in Australia, the government undertook a program for an accounting firm, the device, let's say, scheme with their tax office so that companies and individuals who would not be able to avoid paying taxes in the Commonwealth of Australia. And then it was leaked out in a newspaper this year that very same firm who was hired by the Australian government and was helping to create this scheme was then turning around and selling it to their clients. So as a result, I think over 100 partners of that firm to create or were fired and just not looking too good. Can any of you guess which firm that was?

It sounds like PwC.

Yes, it was. So as is global, a global community. How can the Board ensure the shareholders that no person who was involved in that process is now dealing with the external audit of Sagicor.

Kathy, would you like or Andre, would you like to...

We're not aware of any Australian members of our PwC team. The Barbados team and the rest of the Caribbean in most of the jurisdictions rolls up, so to speak, to Bermuda, and they rely increasingly on a technical team based out of PwC Canada. And those are the affiliations. But I think we hear you on the point, as has been mentioned by a couple of others we are, we value independents. And at the same time, we need to make sure that there's local expertise because the number of firms that has strong technical capabilities in each of our jurisdictions as fewer than 5, it's fewer than 4 and we're aware of that. And so we look at this every year, and this is an active conversation.

Representatives of PwC are in the room. So if you want to further investigate those questions, please feel free to speak to them directly. And we will be continuing this conversation at the Board over the next few weeks.

Madam Secretary, have we received any online questions relating to this item of business?

No, we have not. In the circumstances, then, ladies and gentlemen, persons voting at the physical meeting. I invite you to use the ballot received on arrival to cast their votes on this item of business. Vote online on this item of business, use the electronic ballot on your screen and under item 2. You may vote for or against in respect of the motion. The next item of business relates to the company's restricted share unit RSU plan. The purpose of the RSU plan is to promote a greater alignment of the interest between the directors, officers and employees of the company and our shareholders. As set out in the management information circular, the plan is subject to Toronto Stock Exchange rules. Shareholders are being asked to pass an ordinary resolution approving the unallocated RSUs issuable pursuant to the RSU plan, thereby renewing the RSU plan for an additional 3-year period. A copy of the plan was made available on the company's website and on SEDAR. No changes are being proposed to the plan implemented in December 2019. The resolution is set out at Page 10 of the circular. I ask a shareholder to move the resolution to approve the renewal of the restricted share unit plan and the unallocated share units under the plan as set out in the management information circular. Yes, moved and seconded. Thank you. I invite shareholders or proxy holders who are physically present to ask any questions which relate to this item of business. Madam Secretary, have we received any online questions relating to this item of business.

Chairman, there's one question. Maria Sebela Christa. How long is the Sagicor restriction share unit for? Is it 1 month? And I think you mentioned a little earlier, as a 3-year plan.

So the answer to the question is it's a 3-year plan. Is that it for the online questions?

Yes, it is.

Okay. Persons voting at the physical meeting, I invite you to use the ballot received on arrival to cast their votes on this item of the business. To vote online on this item of business, use the electronic ballot on your screen and under item 3, you may vote for or against in respect of the motion. That is the final formal item of business. As such, discussion on the items of business is now closed and online voting will close in 15 seconds. Please ensure you register your votes now if you wish to do so and have not already done so. We invite the polling assistance to collect the ballots from those physically in attendance.

We have some more ballots up here, too.

Ladies and gentlemen, the polls are now closed with respect to voting on all of the motions. Voting results are being tabulated by the scrutineers and will be provided later in the meeting or shortly thereafter. The report on the voting results will be incorporated into the minutes of the meeting. The final voting results will be posted on the Investor Relations page on Sagicor's website and filed on SEDAR. I'm advised by the secretary that there are no other matters of business to properly come before the meeting. At this time, we would like to open the floor to any other questions that shareholders or properly attending proxy holders may have relating to the company. I will ask the Corporate Secretary to review the online procedure for our shareholder question period.

Thank you, Vice Chairman. If shareholders are properly attendant proxy holders wish to ask a question or make a comment, please enter your question in the messaging platform on your screen. I will read the questions that are submitted via the web portal. We will consolidate questions of the same nature. If we do not have time to respond to appropriate questions in today's session, we will post a list of those questions. And the company's response is on our website on the Investor Relations page.

Can I just remind all shareholders of the guidelines for the questions that were provided in the preliminary remarks at the start of the meeting and of the time constraints of the 2 questions per person and 2 minutes per question.

Good afternoon again. Now since 2020, there has been the rollout of this corona JibJab, a lot of people talking. So I would like to know as Sagicor being that you provide life insurance coverage. If you have seen an increase in what has been termed sudden death syndrome or myocarditis or death from blood clots in the years 2021 and 2022 and as saw what effect has this increase in deaths had on your financial performance.

As I recall from our reports from our actuaries, there were no specific abnormal proportion of incidences of such. There was higher mortality as we have disclosed through 2020, but in particular, 2021 and 2022, but those were attributed and I'm going by memory to our actuarial reports to COVID and COVID-related illness themselves.

Mam, secretary, have you received appropriate online questions.

There is one question from Peter Martin [ Premale ]. Mr. Chairman, does the Board of Directors of the company [indiscernible] on acquisition of the CLICO traditional insurance for which was disclosed previously, particularly in light of the recent [indiscernible] ruling against the Central Bank of Trinidad and Tobago and the fact that there is a continuing high court injunction against the CBTT in which it has been prevented from finalizing the sale and transfer of the portfolio with the Sagicor. Secondly, in the event that this transaction is not completed and given that Sagicor would have incurred some cost in pursuing them, what legal and our other records that Sagicor have in such circumstances.

Andre, would you like to answer that?

Sure. Thank you, Chairman, and thank you, Peter, for the question, wherever you are. We -- if you'll recall, Sagicor signed a binding agreement to purchase CLICO and that along with it a number of years ago. And we generally and specifically in this case, intend to fulfill obligations of contracts to which we sign up. The matter, as you have alluded to, is not completely within the hands of ourselves or our counterparty. We will continue to try and push this on forward, but the matter is not entirely in our hands. With respect to the second part of the question, I think we would attempt to go through with the transaction first, but we would have traditional rights and recourses around contracts if they don't ultimately get fulfilled.

There's a question here for Andre. Just going back to earlier answer you gave on debt. You said that around USD 500 million is in fixed interest rate at 5-point-something percent. Is that debt tradable? So for example, can Sagicor or the holder of that debt trade it like a derivative and so it can be bought and sold.

We -- there are restrictions in the indenture around that debt that prohibits, the debt are trading in their own debt instruments. So there are specific guidelines around that, where if we wanted to repurchase part of our debt, we would have to pay a premium, and we would have to go through a tender process to do so. They're not listed, but they are tradable and there is a market for them among institutional investors. So if you went to a Bloomberg terminal, you could look it up and see the price at which our debt is trading and the effect of yield to maturity and yield to first call, et cetera.

Mr. Chairman, my name is Carl Baskin. Just a quick question and I would like to direct it to Mr. Andre who I think, answer the question to [indiscernible] shareholder earlier today. Does the company have green loans to shareholders or under the new loan -- green loan program either by the company or the newly launched online bank? And if so, what are the criteria to qualify such a loan?

Our normal course for a question like this would be to refer you directly to the bank. I did see the Executive Chairman of Sagicor Bank Barbados, Rik Parkhill here earlier, although he's not here, but I'm sure the team would be delighted to engage in conversation about that.

Jimmy again. I was asking about the cyber-attack. How is it with reference to our -- the productivity or financially to keeping bank secure.

Thank you. It's a good question, and this is another topic on -- upon which we could spend all day. Cyber risk is one of the key risks, not only for ourselves but for any financial institution globally. And we take it very seriously. We spend a lot of money on it. And we have a multipronged approach that involves our security design and our internal team and supplementing that with external resources who are constantly on the lookout on our behalf.

So, we've answered all of the questions that have been appropriately posed. I think we can now conclude the question period. The scrutineers have reported to me regarding the matters voted on today, and I will now announce the results. With respect to the resolution regarding election of each of the individuals nominated as directors, I declare that each of the 14 nominees is elected as a Director of the company. With respect to the resolution to appoint PricewaterhouseCoopers SRL as the auditor of the company for the ensuing year and to authorize the directors to fix the remuneration. I declare this resolution duly carried. With respect to the resolution on the renewal of the restricted share unit plan and unallocated RSUs, I declare this resolution duly carried. This, ladies and gentlemen, completes the business of the meeting. On behalf of the entire Board of Directors and the management team of Sagicor Financial Company Limited, we thank you for your ownership interest and your attendance at our Annual and Special Shareholders Meeting today. Before I close, and before advancing age puts me partially out departure, I just want to thank all of you for the support and the courtesies that you've extended to me, shareholders present and past and to the Board, which I had the honor of chairing over the last several years. I'm sure I can say with confidence that as Sagicorions, you will transfer and be still up on our new Chairman and your current Board for that same support and those same courtesies going forward. So I just wanted to end also by wishing each and every one of you all the very best in your families, all the very best to the wider Sagicor family and to other company as we go forward. And as I say, it's not good buy. It's rather more or revoir because I'm sure our partners will continue to cross -- at least I hope our partners will continue to cross as we go forward. So thank you all very much. And this is the last time that I should view you from this particular angle. But I show -- here to join us for some refreshments in the outer foyer beyond those doors. And those of us who can stay -- because there are some flight that have to be caught, those of us who can stay we look forward to chatting with you out there. Thank you very much. The proceedings are to now officially at an end. Thank you.