Teck Resources Limited (TECKB) Earnings Call Transcript & Summary

Good afternoon. I'm Sheila Murray, I'm the Chair of the Board of Teck Resources. I'm delighted to welcome all of you today to our Annual and Special General Meeting of Shareholders. Before we begin, I'd like to acknowledge that we are meeting today on the traditional, ancestral and unceded territory of the coastal Salish peoples, Squamish, [indiscernible] Nations. I'd also like to introduce my fellow directors and nominees in attendance today. And I'd ask you each to stand up as I call your names. Mike [indiscernible], [indiscernible], Ed Dowling, Norman Keevil the III, Tracy McVicar, Una Power, Yoshihiro Sagawa, Paul Schiodtz, Tim Schneider, Sarah Strunk and Masaru Tani. Sitting on stage with me today are Chief Executive Officer, [Hudson, easy slur] and my fellow Director, Jonathan Price; Teck's President and Chief Operating Officer, Red Conger; Amanda Robinson, our Corporate Secretary; and Charlene Ripley our General Counsel. Following the business of the meeting, there will be a presentation by Jonathan. At Teck, we begin each meeting with a safety message. I'd like to introduce Teck's Vice President of Health and Safety; Brianne Metzger-Doran to give a safety message.

Thank you, Sheila, and good afternoon. For those who are attending in person today, I'll first quickly review the emergency procedures in this room. If we hear a slow alarm bell, instructions will be provided over the PA system. And if we hear a rapid alarm bell, we should immediately exit the building. And follow the exit if you -- the nearest exit is located behind you. If you follow the exit signs to the muster area located on the west side of the building in the courtyard. If that exit is blocked, please use the front entrance, turn right and proceed to the muster area in the courtyard. If a medical issue arises, there is a phone at the back of the room and we'll dial 642. And there are also first aid certified staff on site. As Sheila mentioned, health and safety is a core value at Teck. And so we'll start this important meeting with the health and safety message. Like every health and safety message delivered at Teck, it reflects our commitment to our people and our vision of everyone going home safe and healthy every day. So I'd like to take a few minutes to talk about Teck's courageous safety leadership philosophy, which is a values-based approach, focused on our beliefs and attitudes about safety and empowering everyone to be a safety leader. It's foundational to the health and safety culture that we have today. Courageous Safety Leadership, or CSL, began in 2009. And since that time, it's become embedded in our culture, it's continued to evolve and over 17,000 people have gone through CSL training. And one of the principles of CSL is that our values, attitudes, behaviors and actions have an impact not just on us as individuals, but also on those around us, both at work and at home. We call this the ripple effect, and it helps us each to connect to why safety is so incredibly important. Like tossing a rock into a pond, the consequences of events in our lives ripple out from us to those closest to us. like our family, our friends and our colleagues. And they continue to spread to the extended family acquaintances and the wider team and organizations that we are part of. So thinking about that image of a ripple on a pond, imagine that you are in a vehicle collision on the job and you were injured. Take a moment and think about the ripple effects from your injury, the consequences that cascade out to those closest to you and beyond. How does that injury affect your family? How does it affect your friends? And how does it affect your teammates? Often, the impact is much greater than we would initially think and our decisions and actions affect not only us, but so many others. And it reminds us to make better, safer decisions in the moment from choosing to follow the proper safety procedures to speaking up if we see someone else in an unsafe situation and attack better and safer decisions mean more people go home safe and healthy every day. And it's not just individual decisions. It's also what we do as a company to set people up for success. From making sure that we have the right tool for the job, providing the equipment and training to reduce particulate exposures and implementing safety technologies as just a few examples. We're incredibly proud that 2022 was our safest year on record, and we know there is still work to do. And building upon this strong foundation of CSL, our journey continues for us as individuals and for our company.

Thank you, Brianne. We have a number of important matters to bring before our shareholders today. On behalf of the Board of Directors, I want to thank each of you for the time and attention you've all shown to us over recent weeks as we've discussed these matters. I'd like to ask everyone to remain respectful of the meeting and the process that we have to undertake to get through all of what I know seems confusing [indiscernible]. I say that even as a lawyer, there's a lot of [indiscernible] involved in these meetings. We have a number of guests who are attending this meeting. While we're pleased that you want to attend I want to remind you that only registered shareholders and duly appointed proxy holders are permitted to ask questions, move motions, vote or comment on the business of the meeting. Before we jump into the formal legal business of the meeting, I'd like to make just a few comments. The meeting today is a culmination of an important process of shareholder engagement during which your Board has been absolutely focused on maximizing value for all stakeholders and on ensuring that Teck is best positioned in light of our decarbonization and energy transition and the evolving market and investor landscapes. The separation that we proposed was the end result of over 2 years of detailed study and analysis by a special committee of your Board of Directors, supported by legal, financial and other experts. We knew from our engagement with shareholders that a responsible separation of the base metals business from the steelmaking coal business was something that you all saw as an important priority and a critical step forward to unlocking inherent value in Teck's base metals business. So we reviewed a wide range of alternative approaches and options to maximize value and ultimately landed on the proposal that we put before you in the proxy and described thoroughly in the proxy circular. As you know now from our press release this morning, while we received strong support from a majority of our shareholders for the goal of separation of the 2 businesses, ultimately, it was clear that the proposal as currently structured would not receive the necessary [ 66 and 2/3 ] supermajority to proceed with the separation in the form proposed. As you'll hear from Jonathan, we've met with hundreds of shareholders over the past 5 weeks and received comments from some of those shareholders that they would prefer to see a more direct approach to separation. This feedback on how to improve the form of separation has been invaluable and will inform our thinking for a path going forward. Also before you today is a proposed sunset on the dual-class share structure. Your board felt strongly that it was important step to modernize tax governance, and to position the company for future success. We're pleased to be bringing it forward for your consideration today. Thank you for your attention, for engaging with us and all of the dialogue to help us with the important job of representing your interests. Lastly, I'd just like to take a moment to recognize those Board members who've retired this past year and thank them for their contributions. Mike [indiscernible], Quan Chong, Ken Pickering and Masaru Tani. Thank you for your service and your contributions to Teck. I also want to thank our former President and CEO, Don Lindsay, who I see in the crowd. I'm so delighted to see you here Don. Thank you, Don, for over 17 years of incredible leadership and for positioning Teck for an incredibly bright future. We all appreciate all of your contributions to us. I want to formally welcome our new CEO, Jonathan Price, who took the role after being our CFO, took over the role last September. Jonathan is a recognized leader in the mining sector and brings the right background, skills and experience to guide Teck through the next phase of our growth and value creation. At the conclusion of the formal business of this meeting, Jonathan will make some remarks. Now with all of that behind us, I will formally bring this meeting to order. I will chair the meeting, and I'll ask Teck's Corporate Secretary, Amanda Robinson, to act as Secretary of the meeting. Pursuant to the authority granted to me by tax bylaws, I appoint Sabrina Evangelista of TSX Trust Company to act as scrutineer. The Secretary has confirmed that the meeting materials were mailed to shareholders in accordance with applicable laws on April 3, 2023. I direct that a declaration of mailing be attached as a schedule to the minutes of this meeting. I'll now ask the Secretary to read the scrutineers' preliminary report on attendance. Amanda?

We are pleased to report that there are 63 shareholders holding 6,799,078 Class A common shares representing 679,907,800 votes and 705 shareholders holding 394,856,667 Class B subordinate voting shares represented in person or by proxy at this meeting. This represents a total of 768 shareholders holding 1,074,764,467 total votes. This represents 83.3% of the 1,303,769,586 issued and outstanding votes, including 78.3% of the outstanding Class B subordinate voting shares.

Thank you, Amanda. Having determined that a quorum is present, I declare the meeting properly constituted for the transaction of business, and I direct that a copy of the final scrutineers' report on attendance be attached as a schedule to the minutes of the meeting. We'd now like to discuss for a moment how voting and questions will be addressed in this hybrid meeting format. Voting today will be conducted by way of ballot. For each resolution to be considered, registered shareholders or duly appointed proxy holders who wish to vote at the meeting may vote either in person or online through the online platform. Registered shareholders who submitted a valid proxy in advance of the meeting do not need to vote again. If you did not vote at the meeting, your previously submitted -- if you do not vote at the meeting, your previously submitted proxy will continue to be counted in the vote tabulation. If you're in attendance in person, voting will take place on the ballots that were provided to you when you arrived today. That ballot includes each item of business to be voted on today. Please mark your ballots as the meeting progresses and the scrutineers will collect them at the end of the meeting. If you're in attendance online, voting will be conducted by electronic ballot for each item of business conducted and voted on today. The polls will remain open on each item of business until, in my opinion, as Chair, every registered holder and duly appointed proxy holder has an opportunity to vote. Once all items of business at the meeting are voted on, and the ballots have been collected, I'll call a brief recess for the scrutineers to tally the votes and determine the preliminary results. Rather than hold up the business of the meeting for final tabulation of the votes, the final results of the vote on each matter will be published and included in the minutes of the meeting. Detailed voting results will be filed on SEDAR and for those who are interested and will be attached to the schedule to the minutes of the meeting. Each Class A share confers upon a total of 100 votes on all matters to come before the meeting. And each Class B subordinate voting share confers on its holder's 1 vote on all matters to come before the meeting. Approval of the resolutions on matters before this meeting other than the dual-class share amendment resolution will require an affinitive affirmative vote of a majority of the votes cast by shareholders voting together as a class, present in person, virtually or represented by proxy. The dual class amendment resolution must be approved by at least 2/3 of the votes cast by all holders of Class A shares present or represented by proxy, 2/3 of the votes cast by holders of Class B shares present or represented by proxy, and a simple majority of votes cast by the holders of Class B shareholders. Excluding the votes attached to Class B shares beneficially owned or controlled by Temagami mining, SMM Resources, Inc. and Dr. Norman B Keevil. Questions will be accepted from registered shareholders and proxy holders in person or through the online platform. Each shareholder or proxy holder is requested to limit their questions to 2 minutes speaking time. If you would like to ask a question in person, registered shareholders or duly appointed proxy holders who wish to raise a question in respect of the motion at hand, may approach the microphone and address their questions or comments to me. When asking a question, please indicate your name, the entity you represent, if any, and confirm whether you are a registered shareholder or a duly appointed proxy holder. For those of you attending virtually, questions and respective motions may be submitted by any registered shareholder or duly appointed proxy holder through the meeting platform. To ensure fairness to all attendees, I'll exercise my discretion as Chair to decide on the amount of time allocated to each question and may limit, consolidate or decline questions. We are happy to engage with shareholders outside of the formal meeting in accordance with our shareholder engagement policy, which can be found on the teck website. Okay. Did everybody catch all that because that's a lot of legalese, a lot of process. We are now finally going to call for the votes on the important matters before this meeting. The first matter before the meeting is the presentation of our financial statements. The financial statements were contained in our 2022 annual report which is available on Teck's website and under our profile on SEDAR and EDGAR. Are there any questions or comments regarding this matter from shareholders or proxy holders in the room? Seeing none, Amanda, have any questions been submitted online regarding the financial statements.

No. There are no questions on that matter.

All right. The second item of business is the election of directors. 12 directors have been nominated for election in accordance with the provisions of general bylaw #1. They are, Arnoud Balhuizen, Red conger, Edward Dowling, Norman Keevil III, Tracey McVicar, Sheila Murray, Una Power, Jonathan Price, Yoshihiro Sagawa, Paul Schiodtz, Tim Snider, Sarah Strunk. Based on the proxies received by the scrutineer in advance of the meeting, each director nominated has received, I have to get this passed over to you, thank you, has received votes in favor that range from 94% to 98% of Class B shares voted. Are there any questions or comments regarding this matter from shareholders or proxy holders in the room. Seeing none, Amanda, are there any questions or comments regarding the election of directors?

There are none.

Thank you. I'll now entertain a motion that those nominees be elected as directors of the corporation. For efficiency, I've asked our Corporate Secretary, who is an appointed proxy holder to move all motions today. Amanda, you've moved that motion?

So moved.

All right. Please mark your ballots now, including signing and put your name on the ballot as noted. For those of you attending the meeting online, voting on this item remains open for a short period of time on the virtual meeting platform. Any shareholder or proxy holder who has not yet voted may do so by clicking on the voting button on the web portal and following the instructions there. We'll wait for a few moments for completion of the ballots and online and then move to the remainder of the meeting. Once voting is completed on all matters, I'll ask the scrutineer to compile a report regarding results of voting. Are there ballots to be picked up? Okay. Can I move on. Good. I'm going to move on. The third item on the agenda is the appointment of the auditor. Based on proxies received by the scrutineer in advance of the meeting, the auditors have received votes in favor, representing 97% of the votes cast. Are there any questions or comments regarding this matter from shareholders in the room online.

No questions.

No questions being raised I'll ask for a motion to reappoint PricewaterhouseCooper LLP as auditors of Teck and authorize the directors to fix the auditor's remuneration.

So moved.

Please mark your ballots now or vote online while voting remains open on this item. Okay. The fourth item on our agenda is the advisory vote on Teck's approach to executive compensation. Consistent with past practice, the Board has determined to put before shareholders an advisory say-on-pay resolution as described in the management proxy circular for this meeting. Based on proxies received by the scrutineer in advance of the meeting, the Say-on-Pay advisory vote has received votes in favor representing at least 95% of votes cast by Class B shareholders. Are there any questions or comments regarding this matter from shareholders or proxy holders in the room? Seeing none, Are there any online?

They are not.

All right. I'll now ask for a motion.

So moved.

Thank you. Please mark your ballots for and vote online now, while voting remains open on this business. The fifth item on the agenda is to consider the special resolution, the dual-class share amendment resolution. The full text of which is set out in Appendix B to the management proxy circular. Approving an arrangement pursuant to Section 192 of the Canada Business Corporations Act, for Teck to acquire each issued and outstanding Class A common share in exchange for 1 new Class A common share which will automatically convert into a Class B subordinate voting share on the sixth anniversary of the effective date of the arrangement and 0.67 of a Class B subordinate voting share as further detailed in exhausting detail over many pages in the management proxy circular. Based on the proxies that were received by the scrutineer, over 99% of the votes cast in advance of this meeting were in favor of the dual class share amendment, 98.25% of Class B shareholders voted to approve the dual-class share amendment. Are there any questions or comments regarding this matter from shareholders or proxy holders in the room? Amanda, any questions on the portal?

No.

Hearing none, I'll now entertain a motion to approve the Dual Class Amendment resolution in the form attached as Appendix B to the Management Information Circular. Please mark your ballots now. Sorry, Amanda, you did move that, yes.

I did. So moved.

Please mark your ballots now and vote online while voting remains open on this item of business. All right. Now that everyone has had an opportunity to vote, on the items of business before the meeting, I declare the polls for the Teck 2023 Annual and Special Meeting closed. The scrutineers will tabulate the preliminary voting results. And I will report on those voting results as soon as I received the report from the scrutineers. All right. I can confirm from the scrutineers that the vote is substantially unchanged from what we reported when going through each of the items. So I now direct that the final results of the vote on each matter before the meeting. All have passed. Those will now be included with the minutes of the meeting. We'll issue a press release tomorrow with the voting results in accordance with Toronto Stock Exchange rules, and detailed voting results will also be filed on SEDAR for those who are interested. We've now reached, I know you're delighted to hear this. We've now reached the termination of the final formal portion of the meeting. There being no further business to come before this meeting, I declare the meeting terminated. And I'm going to turn the meeting over to Teck's CEO, Jonathan Price, for a presentation.

Thank you, Sheila, and to all of our Board of Directors for their insight and guidance. And thank you to our shareholders for their thoughtful feedback and support in the lead up to today. To start, I must draw your attention to the caution regarding forward-looking statements. This presentation contains forward-looking statements regarding our business. This slide describes the assumptions underlying those statements. Various risks and uncertainties may cause actual results to vary. Teck does not assume the obligation to update any forward-looking statement. Now I want to thank all of our shareholders for their support and thoughtful consideration and for the feedback shared throughout our engagement leading up to today's meeting. Ultimately, as Sheila said, we made the decision to withdraw the separation proposal as it was not going to receive the required [ 66 and 2/3% ] super majority required. We did, however, get a clear message from our engagement that a substantial majority of our shareholders strongly support separation to unlock value and support the overall strategy that Teck has laid out. As Sheila outlined, the proposed separation was the result of a detailed process to review all the options and identify the best path forward for our shareholders and the company. From the outset, we've been clear that the focus of that work by our Board, our senior management team and myself was maximizing value for our shareholders. The Board's work firmly identified that separating base metals and steelmaking coal was the best way to achieve that goal. And there is no doubt in my mind or in the minds of the Board and management team that there is greater value and optionality in having a stand-alone pure-play base metals business separate from the steelmaking coal business. But at the same time, we also heard that some shareholders would prefer a more direct approach for that separation. So our plan going forward is to evaluate alternatives for a responsible separation of our business, which takes into account the feedback received during this process in order to maximize value for all shareholders. Our goal will be to pursue a simpler and more direct separation, which is the best path to unlock full value of Teck shareholders. Now my job is all about responsibly creating value for our shareholders and all stakeholders. And there is no question that the last few weeks have shown a very bright light for shareholders and for numerous other stakeholders on the incredible value inherent within Teck, not just in terms of the quality of our assets and the depths of our copper growth pipeline, but also our responsible and ethical approach to resource development, which is critical to the ability to actually realize value. That commitment from everyone at Teck to ESG performance and to doing the right thing is what led me to first join the company in 2020 because there is real value in being a good actor with good business practices, and that approach to doing business has made Teck a partner of choice, minimizing disruptions to our operations and creating opportunities for our business and stakeholders alike. Teck is a fantastic company with a strong future. We have never been stronger and recognition of our value potential has never been greater. We have the right assets, the right partners and the right people to capture the opportunities created by the energy transition, which we are well positioned to realize in the near term. And we have a number of near-term value creation milestones ahead of us. Those include the ramp-up of our flagship QB2 project, demonstrating QB2's ability to operate consistently to plan will be a key area of focus for us and a major value inflection point. And importantly, even beyond QB2, we have a portfolio of high-quality, cornerstone assets in stable mining jurisdictions as well as a number of copper growth projects in our portfolio. This is a copper pipeline that is the envy of our industry, and in an advanced state of readiness thanks to the strategic planning and deliberate preinvestment. We will be in a position to double copper production in the near term and double it again by the end of the decade. At the same time, our steelmaking coal business is best-in-class, underpinned by a high-quality reserve base with top quartile margins. And it will be positioned to capitalize on the development and global supply gap from existing mine depletion and lack of new projects coming into production. Now Long-term shareholder value can be created in a variety of ways. And today, we are focused on a three-pronged approach to value creation. Firstly, through a separation of teck resources, to unlock the value of an exceptional high-growth base metals business. Secondly, through the development of our portfolio of copper projects to create substantial new intrinsic value. Thirdly, and all the while retaining our focus on strong cash returns to our shareholders. Beyond this focused approach, M&A can also play a role in creating value when done at the right price, with the right partner and at the right time. We have premium businesses. And when it comes to M&A, we firmly believe that competition for great assets drives value. In M&A, you also have to carefully evaluate both the risk to value and timing of value. It is important to understand the consideration you would receive and the timing of when you would receive it. All of these factors inform our thinking as to how and when Teck should contemplate a transaction with anyone. Management and Board take their duties incredibly seriously but will not engage on something that is a distraction from our mandate to create the greatest value with the greatest certainty. Now before I close, I also wanted to share that I spoke with Teck's Chairman [ Emeritus ] Dr. Norman Keevil and he asked me to share this message. This is the 110th Annual Meeting of Teck, and I am excited about the bright future ahead. There is certainly no question in anyone's mind about the incredible value creation to be unlocked in the months and years ahead with the right steps and the right timing. Teck has the right assets and the right team as they continue to build Teck 1 stone at a time. Thank you, Dr. Keevil. Now finally, I also want to recognize my predecessor, Don Lindsay. Don's vision and strategy laid the foundation for many of those accomplishments that I've just outlined and put this company in a position of strength to responsibly create significant value for shareholders while providing essential metals and minerals to the world. Thank you, Don, for your contributions and for your unwavering focus on responsible value creation. So in closing, I wanted to circle back to where I started. We have greatly appreciated the engagement we have had with our shareholders leading up to today's meeting. We look forward to working to execute on a separation approach that reflects their considered feedback and maximizes value and opportunity for all of our stakeholders. Thank you, everyone, and have a good afternoon.

That brings to a close Teck's 2023 Annual and Special Meeting. Thanks, everyone.

Ladies and gentlemen, as the meeting has now concluded, you may now disconnect.