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

Good morning. [Operator Instructions] Our agenda for this Annual Meeting of Shareholders will begin with the median Chairman calling the meeting to order and addressing various preliminary matters. This will be followed by a review of the financial results by our President and CEO, Andre Mousseau. The items of business be voted on will then be moved, each to be followed by a formal discussion, if any of the applicable item. Voting will then close, and there will be a general shareholders' question-and-answer session. Following the question-and-answer session, the chair will report the Board new results. If you are a registered shareholder or a proxy holder of record attend the meeting virtually, you are now able to submit comments or questions for formal discussion or for the general question-and-answer session where the messaging platform on your screen. And the electronic ballot for vote is also now available on your screen. You are encouraged to submit any questions or comments in advance of the question-and-answer session. If you are a registered shareholder and attending virtually, you've not voted provided instructions, and wish to vote your shares, you may do so at any time during the formal business of the meeting using the electronic ballot on your screen. Properly attendant proxy holders may also vote at any time using the same method. The polls will remain open until just before the conclusion of the formal business of the meeting. Remember, if you voted your shares prior to the start of the meeting, your vote has been received by the company's scrutineers, and there's no need to vote those shares during the meeting, unless you wish to revoke or change your vote. For those physically present here at the Hilton Barbados resort, whether as a registered shareholder or properly attendant proxy holder, you should have received the ballot on entering the meeting. The Chairman will invite you to vote on the individual items at the appropriate time, but you may use this ballot at any time while the polls remain open. The polls will close just before conclusion of the formal business of the meeting. Please remain seated at that time and your ballot will be collected from you. If you've voted your shares at this -- prior to the start of the meeting, again, 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 revote or change your vote. 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, during the formal business portion of the meeting, we will respond to appropriate questions received via the online messaging platform as they relate to the applicable items of business. If you are physically present here with us today, 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 question-and-answer session near the end of the meeting. And this is subject to time constraints of 2 minutes per question and 2 minutes per person. If there is not sufficient time to address any appropriate questions at the 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 are the properly attendant proxy holder, maybe rather allowed before being addressed. Before asking a question on the floor, the in-person meeting, please state your name and the name of the proxy holder you represent, if you are a proxy or corporate representative. Comments or questions may not be addressed, which are irrelevant to the business of the company or the business of the annual meeting, related to material nonpublic information of the company, related to personal grievances, derogatory references to individuals that are otherwise in bad taste, repetitive statements are already made by another shareholder or if they are out of order or not otherwise suitable for the conduct of the annual meeting as determined by the Chair of Corporate Secretary in their reasonable judgment. If we experience technical difficulties with the webcast during the course of the meeting, please remain logged on if you are online, and we'll have the matter address as soon as practicable. Finally, I would like to remind everyone that they may be forward-looking statements made and non-IFRS measures discussed during today's meeting. These forward-looking statements are, unless otherwise noted, given as of today's date and involve risks and uncertainties discussed in our filings to 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, 2023, and are for the 3-months ended March 31, 2024. For additional information with respect to forward-looking statements, factors and assumptions and non-IFRS measures, we direct you to Sagicor's public filings. I now turn the proceedings over to our Chairman, the most honorable, Dodridge Miller.

Thank you, Althea. The meeting will now come to order. Before we get into the proceedings, I would like to -- it is with great sadness that we acknowledge the pass of our former Chairman, CEO, Director and friend, Arthur Bethell. Bethell left us late last year, and we take this opportunity to pay tribute to his significant contribution that he has made to our company over many years of dedicated services. Thank you, Arthur, and may he rest in peace. I would like to introduce the members of the Board of Directors and the company executives who are here with us today, starting from my left, Mr. Peter Clarke, Director; Mr. Stephen Facey, Director; Mr. Reza Satchu, Director; Mr. Dennis Harris, Director; Ms. Kathy Jenkins, Group Chief Financial Officer; Mr. Andre Mousseau, Director and President and CEO. On my immediate right, Ms. Althea Hazzard, Corporate Secretary; Dr. Archibald Campbell, Director; Professor Sir. Hilary Beckles, Director; Mr. Gilbert Palter -- he is here; Mr. Monish Dutt, Director; Mr. Alan Ryder, Director; Mr. Mahmood Khimji, as I mentioned earlier, had difficulties with the weather getting into Barbados and is on the meeting -- joining the meeting virtually and also Mr. Keith Duncan. We apologize for the absence of Ms. Aviva Shneider. We also have with us today our nominee Director, Ms. Cathleen McLaughlin. And we will now turn to the formal business of the meeting, after which there will be time for general shareholder questions. Althea. Ms. Althea Hazzard, Corporate Secretary of the company will serve as Secretary and the recording proceedings of the meeting today. Christopher de Lima, Rebecca Prentice and Steven Nguyen from the TSX Trust Company will act as scrutineers. 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 format has not been specifically tested in Bermuda, we are mindful that in terms of the precedent in other Commonwealth jurisdictions, voting by way of 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 deliver its annual financial statements and mid-term materials. And as a result, the notice of the meeting, and the management information circular are accessible on Sagicor's website and undersized Sagicor's profile on SEDAR. They are also available in the documents tab on the left-hand side of your screen if you're attending virtually. The form of proxy or voting instruction form was mailed to all shareholders as of record as of the close of business on April 24, 2024. We have received an affidavit from the TSX Trust as to the proper sending of the notice of this meeting in the form of proxy to shareholders. I have received the preliminary scrutineer's report on attendance, and it indicates that we have sufficient members, numbers 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 be incorporated into the minutes of the meeting. I will now turn to Mr. Andre Mousseau, President and Chief Executive Officer, who will provide a review of the financial results.

Good morning everyone, to all of our shareholders, welcome and in particular, to those here in person at the lovely Hilton Barbados, thank you for taking the time to participate in this important annual exercise of public company governance. Now it is my pleasure to walk you through a summary of our 2023 performance and take stock of what we've accomplished over the last few years. And 2023 was a monumental year for Sagicor, and this was certainly reflected in our financial statements. Sagicor generated over $500 million of net income to shareholders. That's over USD 0.5 billion. And excluding the accounting effect of the transaction that generated much of that, we generated nearly $100 million of adjusted net income from our operations. In so doing, we generated capital to provide for Sagicor's future stability and growth, and we did so while returning capital to shareholders with $41 million of capital returned to shareholders in 2023 in the form of dividends and in the form of share buybacks. And our achievements were more than strictly measurable on an income statement or a balance sheet. We entered the Canadian market by completing our acquisition of ivari providing another major investment-grade market for our profits and growth. Our team worked tirelessly to successfully transition to a new accounting standard under the new international IFRS 17, which required a fundamental redesign of our accounting systems and tens of thousands of hours of very, very hard work by members of our team across all of our different jurisdictions. For the first time in many years, we increased our shareholder -- our dividend rate to shareholders in 2024 off the back of our financial performance in 2023. And we have restored our investment-grade credit ratings, improving our resiliency and positioning us well to continue to fund ourselves into the future. Now, each of these initiatives were born of the hard work and dedication of the Sagicor team, not only in 2023, but in the many years proceeding. And so I'd like to take an opportunity to reflect on some of the progress that we have made over the last 4 or 5-years since we took our major equity investment and embarked on this journey of growth back in 2019. So, in so doing, we have grown our assets by over 150%. And while we have done so while increasing the proportion of investment-grade assets on our balance sheet, which means more safety and resilience for our policyholders, our creditors and ultimately, you, our shareholders. And we have grown our earnings by a similar amount. Now, the aforementioned IFRS 17 has made it virtually impossible to precisely compare profitability before and after 2022, but this is an attempt. In 2019, we had $87 million of normalized net income. And that was a very strong year and representative of our performance prior to our equity investment. Now we have generated $99 million of adjusted net income in 2023. But under the old accounting rules, we would have taken credit for over $100 million more of growth in our contractual service margin. So on an imprecise, but fundamentally apples-to-apples basis, we have more than doubled our profitability. And that profit growth has led to an increase in comparable shareholders' equity of nearly $1 billion. Again, with the transition to IFRS 17, a lot of what used to be called equity is now deferred into the future and called contractual service margin or what you see here at CSM. But on a comparable basis, our shareholders' equity, including our embedded profit on our balance sheet has grown from $1.2 billion to $2.1 billion today, that is $900 million of value to shareholders over that time. And over that time, we have returned over $200 million of capital to our shareholders in the form of dividends and share buybacks. And the sum of that is what we are left with is an exciting platform for growth. Our increased size and strength has positioned us with significantly more critical mass to generate earnings going forward. More of our assets are in jurisdictions with minimal sovereign risk, and this will allow us to generate superior risk-adjusted returns compared to where we were just a few years ago. Now I would be remiss not to mention our sense of responsibility to the communities in which we operate. This is not lift service, nor is it us chasing some flavor of the day or flavor of the month being a positive responsible force in the communities in which we operate is a cone value that we've hold and Sagicor has held for generations. And it is commensurate with our privileged market positions, particularly here in the Caribbean. We support dozens of initiatives from local grassroots charities and use sports to large institutions that drive positive development here in the Caribbean, including from time to time, providing a training ground for leaders of those institutions. And I would like to congratulate the Chairman of this meeting the most honorable Dodridge Miller on being named the Chancellor elect of the University of the West Indies. Now all of this has laid a tremendous foundation for value creation in the years ahead. We are bigger, we're better capitalized, and we are more profitable than Sagicor has ever been. And as we execute our strategy, investing our capital in our highest risk-adjusted return businesses and using technology to transform all of our operations. The future is bright for Sagicor and bright for Sagicor shareholders. This concludes my remarks, and thank you again for the opportunity to address you all.

Next matter on the agenda is for the shareholders to receive the company's audited consolidated financial statements for the year ended December 31, 2023. Together with the auditor's report thereon, both of which can be found in our annual report. The 2023 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 report were also available at the entrance of the physical meeting. I invite shareholders or proxy holders who are physically present to ask any questions which relate to the 2023 audited financial statements.

My name is Philip Osborne. I just really had one question on the financials, which I think -- and it relates to the performance of the Sagicor USA business. We saw in 2023, it did quite well. But the restated numbers for 2022 were generated a fairly significant loss and it seems to be from my reading to be related to investment performance. And what concerns me is, I think, the volatility in the results from 1 year to the other and whether this might recur in the future, recur in adverse way. So my question really is, what is management think about the performance in those 2 years? And how do we kind of address, well, the volatility of the results?

Thank you very much, Philip for that question, and it's a very good question. If you remember back to the journey of IFRS 17 that we've been promised for a decade at this point. IFRS 17 was designed to -- in part to eliminate earnings volatility and show the underlying profitability and the emergence of that profit over time. As implemented, that has turned out not to be the case. And we have seen a significant amount, and this is not unique to Sagicor, this is globally with insurers who have adopted the standard and been made to adopt the standard. We've seen an enormous amount of volatility, both positive and negative that relates to marking to market of assets on your balance sheet as particularly, when they're liquid assets where there is a quoted price. And so you're right, mechanically, in 2022, the U.S. had underperformance on the income statement under the new standard, but it was due to mark-to-market effect of assets that continued from a fundamental credit performance to perform well. And if you look through the performance, we had virtually no actual realized losses on the balance sheet. But 2022 had period of asset price volatility as interest rates rapidly increased and the value of those quoted assets went down. So we may continue to see volatility in the underlying accounting results under this new standard. This standard is here to say, and I don't think we would encourage anyone to go through another transition to a new one. And so what it's our job as a Board and an Executive team to do, is to look through this volatility and understand the underlying economic performance, which for the U.S. has been very robust in both those years, even though on an income statement basis, 2023 look much better than 2022. The growth of our U.S. business is going exactly to the plan that we wanted, which was to grow assets, grow our risk-adjusted spreads on those assets relative to our liabilities and obtain critical mass in that market. So we couldn't be more pleased with how our U.S. business performed in 2022 and 2023. I think the answer ultimately is to look through the volatility and the way the Canadian and other international insurers have solved this is by releasing something called core earnings, which cuts through the volatility of asset prices and interest rate changes. And we are in the final stages of developing that framework ourselves. And as we get into 2024, we will be reporting a new metric of core earnings by segment so that you can cut through that volatility and better measure the underlying performance of our businesses.

My name is [ Don Carson Moore ] on behalf of Nacoria Inc. Now I was able to locate any bylaw that states that the Board of Directors of Sagicor is able to unilaterally implement a two question limit. So maybe I missed it, maybe it's a new rule that the stock exchange passed, but I'm unable to locate such by law. So I don't know if it's somewhere in the room that I have unlocked.

That's question number one?

That was no question, might want to pose it as a question. So no response. So just note that the Board of Directors have a slight fiduciary duty to the shareholders who are the owners of the company, and they are supposed to be present themselves to answer questions that any shareholders or the owners should have. Now as you have a professor there on the Board, he will be able to provide that information to you. So I would just carry on with my questions. Because it's interesting that Sagicor, as was just stated, at $500 million in U.S. in net income for the last fiscal year. And I don't see how a company that has $500 million, so 12-months net income is saying shareholders can only have two questions. Now this $520 million was as the CEO has just said, was from a onetime gain through the acquisition of assets. So my first question would be, was there any debt associated with this acquisition that resulted in this $500 million net income?

Thank you for your question. The simple answer is yes, there was. The purchase price and the accounting that resulted in the gain is the sum total of everything that we paid for those assets. That did include drawing on a facility of $320 million from a syndicate of banks that was led by National Bank of Canada, Royal Bank of Canada and JPMorgan.

And this no doubt would have had an effect on Sagicor's credit rating?

The incurrence of debt is taken into account in our credit rating. So you're very much correct. That information was included in the analysis, which led both of our international credit rating agencies, S&P and Fitch, to upgrade Sagicor's credit ratings by two notches, 2 days after we drew on that debt and closed the transaction.

Now in terms of Canada, I don't know if there's any events that would have happened that would have affected Sagicor's operations.

None into [ my knowledge ].

Okay. So the federal government, Chrystia Freeland, Finance Minister, just passed a capital gains tax as part of their federal budget. Right. So you're saying that passing the passage of this capital gains tax will not have any effect on Sagicor or its shareholders?

Yes, that is correct. The proposed capital gains increase in Canada is to individual persons and not corporations. That's enough questions.

Okay. Do we have any questions from online? We have a question from online?

The question is from Roger Alfred. There seem to be some contradiction about being poised for growth and having undertaken a share buyback. How will this growth be financed? And could you provide the rationale for the share buyback?

Thank you for the question. That's a good question. It's one of the core duties of the Board as well as the executive team to examine the allocation of capital. We are in a position with the -- both the profits that we generated in 2023 as well as this year and going forward to be generating net income, which creates capital to both fund the growth and return capital to the shareholders. And the Board makes an adjudication of how to balance those two -- the return of capital to shareholders, which is something that is near and dear to many of our shareholders with the ability of the company to grow, which benefits all shareholders and the organization over the passage of time. So if you look just to put an order of magnitude on it on that $100 million of adjusted or $99 million, I should say, adjusted net income to shareholders, for the last year, we chose to return $41 million of that to shareholders. And by implication, retain the other $58 million to fund growth. As I said in my comments, we do believe that we have many opportunities for growth across all of our regions, but we understand that a return of capital is something that many of our shareholders appreciate. The share buyback mechanism is a good tool to return capital to shareholders to those who are seeking liquidity. It provides us an ability to flexibly return capital to shareholders when we know that we have it. And we believe that every share that is purchased or repurchased at the current levels well below book value is accretive to all of the shareholders who remain shareholders in the company.

Do we have any more questions from online?

This is -- I don't know if it's for Mr. Mousseau or Mr. Jenkins. So the implementation of the global corporation tax, what effect has that had on Sagicor for this year? And what is the projection for the coming years?

The short answer is immaterial. We are fully taxed in each of our operating jurisdictions. And so -- if you look at our consolidated income statement, you'll see a robust line for income taxes already. And so, we don't see this as having a material effect on our profitability beyond a higher cost of compliance because we do have to pay various consultants to make sure that we're implementing everything that proves that we comply with it.

Right. And here in Barbados, as in many other countries. Since COVID, there have been an increase in death rates and numbers of death, the actual number. What effect has this had on Sagicor's business, specifically on payout policies, cash flow?

It has had a measurable effect on our profitability over the last 4 years. I think you would have seen since 2021 in each of our operating segments, but primarily in Sagicor Life here and in Sagicor Group Jamaica where we write more life insurance. We have seen what we would call negative emergence relative to the original projections, and we've reported on that every quarter. And so it's measured in the millions of dollars into the low tens of millions of dollars, but it's -- so it's been measurable. I think the view of our actuarial team whose task it is to continue these projections into the future is that effect will eventually subside, and that's consistent with what we saw in 2023 and with what we're seeing so far in 2024. But I would say that the financial statements that you have in front of you reflect the effect of the pandemic.

And with the audit, I can't remember this page I saw it on, but the audit fees have increased significantly. I don't know if you can explain that or Ms. Jenkins, why that -- I think it went up by $2 million?

I can start. I think your comment is accurate. The -- just as the implementation of IFRS 17 was an enormous exercise. The audit and validation of that transition was as well. And so I wouldn't necessarily say that our audit was more expensive by the hour, but it was a more labor-intensive task than any we have seen in previous years.

You see, I always ask easy questions.

I was wondering something about the U.S., dealing with probably boosted money in such a short time, since the February COVID-19, reached to 2020, does this make you like Donald Trump?

Without being [ overly ], I am sure -- I would hope not. If I could elaborate on the earlier part of your comment. Our U.S. business has grown significantly. And we've talked about the asset growth because that's the big headline number, and that's the one that's easily measurable. The way you grow an insurance company is you add to its capital base and so we have made sure that our U.S. business has been resilient and to be able to withstand this growth by injecting capital into it, to make sure that there's enough hard assets. There's enough equity to support the larger asset base. So if you look at the history over the last 5 years, we raised about $500 million of new equity concurrent with the transaction that closed at the end of 2019. And so a meaningful proportion of that was invested into our U.S. subsidiaries so that it would have the ballast to handle that growth.

Very interesting, is the growth bigger than expected? Or you have different sections that [ rate ] the value?

And I think the growth of our U.S. business has been very much on plan. I think if we go back to strategic plans internally that we had put together back in 2019, 2020, what are we going to do with this capital life? I feel we're in a very good place. And I think this is where we would have wanted to be with our U.S. business right now.

What about our Caribbean countries?

We have lots of opportunities here in the Caribbean as well. The nature of the markets and in particular, our market positions where we have a significant portion of the market makes growth a little bit more difficult than it is in the larger markets, which are bigger and we're more of a smaller niche player. We are investing in our operations here in technology to make them more efficient, to make the jobs easier for our team and to make it easier to access our customers. We selectively do acquire other businesses when they come up. We see ourselves as a natural acquire here in the Caribbean market that has been done a couple of times through Sagicor Group Jamaica over the last couple of years. And here in the Barbados market, you'd have seen that we made a significant investment to launch a digital bank which is still in its early days, but we see as a template for using technology to expand our markets and interact with our customers in different ways. And over time, we'd like to see migrating that to other jurisdictions in which we operate.

Another question too. I've been reading up on something called e-trading, what's that based on?

Pardon me, I didn't understand the question.

I think you call it, e-trading.

Like online access to investment management and training of stocks and bonds and things like that.

Oh, shareholders can do that?

Oh, for Sagicor shares? Althea, can I invite you?

I think the question is not for this particular segment, it can probably be answered in the general question and answer. It relates to Sagicor Asset Management. So it's a small portion as opposed to Sagicor Financial Company, but in relation to the financial statements, I would reiterate that the questions applicable to this section should relate to the financials. And if we are dealing with general operation things, those can come in the question and answer at the end.

It seems interesting. I think I have tried that before, but if anything about it, they give me $1 million?

Are there any more online questions?

Questions only for [indiscernible] segment. No more questions on the line.

Thank you. I'll close this section. In accordance with we've renewed the company's act and accompanied by law as a statement are presented to the meeting, but no further action is required with respect to these statements. The second item on the agenda is the election of directors of the company. The management information circular for the meeting lists the 15 director nominees. The nominees identified in the management information circular for election as directors are: Mr. Mahmood Khimji; Mr. Andre Mousseau; Sir. Hilary Beckles; Dr. Archibald Campbell; Peter E. Clarke; Kieth Duncan; Monish Dutt; Stephen Facey; Dennis Harris, Cathleen McLaughlin; Gilbert Palter; Alan Ryder, Reza Satchu; Aviva Shneider; and Dodridge Miller. 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, each to serve until the next annual meeting of shareholders or until their respective successor is appointed. Will someone second the motion? As no notice of additional Director nominees was received in accordance with the company's bylaws, I declare nominations closed. I ask a shareholder to move to elect each of the 15 named individuals as directors of the company. Can someone second the motion? Thank you. I invite shareholders or proxy holders who are physically present to ask any questions which relate to the election of directors. Secretary, do we have any online questions related to this matter?

No. Mr. Chair, we do not.

Persons voting at a 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 to vote on this item of business, use the electronic ballot on the left-hand side of your screen, and under item 1. You will find listed the name of the 15 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 the Board of Directors to fix their remuneration. I ask a shareholder to move that PricewaterhouseCoopers SRL be appointed as the company's external auditor until the next Annual Meeting of Shareholders or until their successor is appointed and that the Board of Directors be authorized to fix the auditor's remuneration. Will someone second this motion? I now invite shareholders or proxy holders who are physically present to ask any questions which relate to the reappointment of the auditor.

[Don Carson with Nacoria Inc]. I just wanted to go back to what Mr. Mousseau said earlier. Now, the Chairperson of the meeting, Dodridge said that we are here to appoint an auditor and to fix them remuneration, a big word. If the remuneration of the auditor is fixed, how can the fees from 2022 increase by almost $3 million?

I attempted to answer that in the earlier question, there was significantly more work with respect to the audit of the implementation of IFRS 17.

Right. But fixes, fixes. So that's where I'm having some difficulty. If you're fixed -- if you have a contract with the auditor to do a specific type of work if they have an audit engagement, and either you've contracted a fee, then -- unless they're doing work...

You're interpreting fix in the wrong context here. Fixed means agree, not cast in stone. It always depends on the extended the work that has involved, as the CEO explained earlier, there was an extensive amount of additional work involved in converting to IFRS 17. That was a global issue. The Board -- the resolution to ask the Board to give the Board permission to agree the fees with the auditors going forward.

Okay. That wasn't explained earlier. So you're saying this extra work was outside the scope of the original contract, correct?

No, that's what you said. Every time you engage with a service provider, you agree on the scope of work and how they're going to be remunerated. What we all agreed was that 2023 would be significantly more work than any other year.

Okay. Okay. So maybe our interpretation of fix is different. Because in Canada, if you engage with a contractor, including content, regardless of how many hours it is, you have a contract, you stick to that contract and its fee unless is outside the scope of the work, right? That's what I was asking.

Althea, have we received any online questions on this subject?

Chair, no online questions on this item.

Persons voting at the physical meeting are invited to use the ballot received on arrival to cast their votes on this item of business. The vote online on this item of business use electronic ballot on your screen and under Item 2, you may vote for or against in respect of the motion. That is a final formal item of business. As such, discussions of the items of business is now closed. And online voting will close in 15 seconds. Please ensure you register your vote now if you wish to do so or have not already done so. We'll ask to put an assistance to collect the ballots from those physically present in the meeting. [Voting]

Votes are now closed with respect to voting and 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 voting results will be incorporated into the minutes of the meeting, and 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. Our properly attendant 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, Mr. 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 review the questions that are submitted by the web portal and consolidate questions which are of a similar nature. If we do not have time to respond to appropriate questions in today's session, we'll post a list of those questions and the company's responses on our website on the Investor Relations page. In relation to the guidelines for questions that were previously stated, as two constraints -- of constraints of two questions per person and 2 minutes per question. These are intended as guidance for the Chair in terms of the efficiency and to allow for greater participation and they would have been notified to shareholders in the management information circular.

[ Don Carson, Nacoria Inc ]. I would like to know, this is open to anyone, I guess, on the Board, what it is at this meeting was called this morning at 9.00 a.m. during a weekday. As you can see, hardly anyone is here, why was it not scheduled for the evening or weekend when more shareholders will be able to attend?

I think the meeting was scheduled within business hours, and we gave ample notice and provided a facility to accommodate whichever shareholders founded a good use of their time to attend.

But you would agree if you were at work, an employer is less likely to give you time off to attend a shareholders' meeting, correct? That would not be deemed important.

I believe we've held our shareholders' meeting during business hours for a number of years. We can always take these things into consideration. But the last since I've attended, have been during business hours, not necessarily at 9.00 a.m, but this is what worked well for logistics for the company and the directors.

Right. And going back to the fiduciary duty, it would be good if the Board can plan these meetings around what's good for the shareholders. You would agree?

As I said, it's within business hours.

I'd like to ask also about the trading of the shares and that the Board has any -- I mean there any discussion amongst the Board having the shares traded locally on the Barbados Stock Exchange?

We continually assess -- we continually assess the liquidity in the shares both on behalf of the shareholders and with the objective of having the highest liquidity to give the company the best possible access to capital. The -- if you look back over the history, Sagicor onetime was listed in 3 different -- on 3 different exchanges, and that was viewed as suboptimal because it distributed liquidity across 3 different markets. And so what we're aiming to do is to concentrate liquidity on a single market with the aim to get more robust trading overall. I think we're conscious of some of the issues and frictions for local shareholders here of opening accounts on -- to be able to trade on the Toronto Stock Exchange, and we're examining ways that we can facilitate better liquidity for local shareholders.

Right. And one of those documents, it talks about new directors and an orientation package and continuous education. I don't know if that package -- directors packages on your website or if it can be made available to shareholders?

I think the directors orientation package may include some nonpublic information, which by securities law we're not distribute -- allowed to distribute to the public. I would point to you that we have a very robust and comprehensive public disclosure, both current and historic that's available on our website, and that's available on the reporting website called SEDAR that's related to the Toronto Stock Exchange.

Secretary, any online questions?

The first question from Peter Perumal, I will be grateful if you could give the maintenance status update on the acquisition of the CLICO traditional portfolio, particularly with regard to any legal impediments going forward. And if so, how does the Board and management proposed to address this?

I may have made the commentary in last year's meeting or at another public event that said, one of our core values in doing businesses that Sagicor lives up to its contracts. We do still have a binding contract to acquire those portfolios in Trinidad, notwithstanding the time that has elapsed since the signing of those contracts. I wouldn't comment on specific legal issues or impediments, but we continue to support living up to our obligations.

William Lin. My question relates to the performance on the TSX. This is really less than multiple two. Does the Board have any thoughts on why there's this seemingly lack of interest in the Stock on the TSX? And what thoughts they have for looking at generating more interest in Sagicor's performance? I see -- I'm sorry, performance on the TSX because the earnings are good, but yet, it seems not to be a lot of interest.

Yes. It's an excellent question. And if I can start, this is certainly a matter that is a matter of discussion at the Board level are the timing of our entry on to the Toronto market in retrospect was difficult coming in right at the start of the pandemic when folks buckled down and look closer to home. And it's taken time to gain traction as a new entrant to that market, a foreign entrant to that market. We have seen progress, I'd say, since the -- over the last 12 months, our shares today would be 30% to 35% higher than they would have been at this time last year. And so there are green shoots of progress. We're by no means satisfied with that. What I would say is you have a very highly aligned Board of Directors, including their own equity ownership and representing equity ownership and we are all very focused on the fundamental underlying performance that will that will underpin a better share price but also articulating the vision and the story to new investors to continue to see that price appreciation that we've seen over the last number of months.

Yes. Good morning, the Board of Directors, [ Carlton Chase ] for the record. I have some public knowledge share to deal with [indiscernible] is dated June 9, 2024, settled [indiscernible] states no legal owners of acres of land. This is public knowledge, is being used be a media reports of the [ nation ]. Now my concern as a shareholder is, a good business decision as [indiscernible] decisions should be made in the best interest, such as this is a public traded company of the shareholders. If we cast our minds back, I recall the legacy of the Lloyds of London and we know what the issues -- what it calls to the forerunner of this current company, okay? When you're captain, you already helm the ship, okay? Captain is the last person to get off. And that's when consequences of being a good captain, comes with the job. Now it goes further. So it's been settled, start to subjugate and settle, so we can speak about it. Now I went a safe calling from the [indiscernible]. It says that external attorney through this and spare with that because insurance company have bought a land in 1998 and inherited the family "as a company was not aware that they will live in a land." No, we've bought land. There are real estate agents. You have a duty of care to shareholders. You're telling me, you bought a pig in a bank in 1998. You're going to go look, just bought land, if they're going to look and see, if there are persons living on it, just -- is that be a good business decision in the interest of shareholders.

Is that the question?

It begs the question.

Well I wouldn't comment on the statement, nor the judgment itself because I don't think we have read that. I'm aware of the issue and the article that you're reading about. One of the positive things about being in a working for or being captain of, or being invested in a large organization with now a $21 billion or $22 billion balance sheet, is that you're well diversified. And you may be able to point to that issue, which on the whole of a $20 billion balance sheet doesn't quite scratch the surface of materiality. And I'm not familiar with how that acquisition was made in 1998, but it appears that Sagicor has lost money over and over the years. What I would encourage you to look at is the aggregate performance of Sagicor's investment and assets which takes into account, the diversification and everything that we invest in. And if you went back to 1998, the assets on the balance sheet of Sagicor might have been a couple hundred of million dollars. And today, it's a $21 billion or $22 billion. So I'd say, we've done something right.

They understand that as well, but should shareholders not be compensated, we didn't make a decision. I didn't make this decision. I had no input into it, okay? So I put to you, Mr. Chairman, that sums up our compensation to be made to shareholders because it was a loss. It is material. It's not immaterial. It is, in fact, material. The loss was made. The captain of the ship made that decision, he has the GPS, financial GPS and also the financial dashboard. I talk to you what compensation should be given to shareholders, right, for similarly a bad business decision.

You've relied on comments in newspaper, the company that said nothing about this transaction, and we do not intend to say anything about this transaction. I still very much a legal matter. We heard your question, we understand your concern. We'll take that into consideration. I would suggest you move on.

So Mr. Miller -- so we can expect that answer in the future.

I'm saying to you, you are reading from a newspaper article. The company has not responded to the article, you're using information, which may not even be factual to draw a conclusion. We're saying this is still a matter being dealt with. We're not prepared to discuss it here. I would suggest to move on.

Are there any conclusion to that? I asked questions. I said base the question, do not misrepresent what I've said, we said, they have concerns. Did I say...

Your concerns are noted. I would like to suggest you move on from that question.

Now going forward, what trajectories do you have for Sagicor new company, Sagicor Financial Company Limited, going forward in terms of business acquisitions, mergers, whatever? So can we expect more growth as a shareholder? Does Mr. Dodridge [indiscernible], I put that to you, Mr. Dodridge Miller.

If I may, I covered the prospects for growth from an executive point of view in the opening remarks for...

I came late Sir, so if you -- I came here late. If you could just give me a brief synopsis.

Oh, you missed my presentation. The synopsis would be, we have spent the last 5 years laying an excellent foundation for growth through the generation of capital and profits and opening up of new markets. And so we believe that with the larger asset base and enhanced profitability that we have ample capital to reinvest in our business and grow over time.

Any further online questions?

There's one question. It relates to growth again. Dennis [indiscernible] and [ Cheryl Rosemary ], please comment on plans for further acquisitions in the Canadian market, such as ivari.

We evaluate acquisition opportunities in all of our markets. And so now that we have one in Canada that -- an operation in Canada, we will evaluate further options. That's a strong business with reasonable critical mass on its own. So it may be a possibility, but there's nothing impending.

Thank you. Conclude a question period of this meeting, and we'll go on to the results. 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 15 nominees is elected as a Director of the company. With respect to the resolution to appoint PricewaterhouseCoopers SRL as the Auditor of the company and to allow the [ Directors ] to fix the remuneration. That resolution is carried. This concludes the business of the meeting. On behalf of the entire Board of Directors and management, we thank you for your ownership interest and your attendance at our Annual Shareholders Meeting. Those of you who have joined us physically are invited to share in light refreshments outside. Thank you very much for your time.