Timbercreek Financial Corp. (TF) Earnings Call Transcript & Summary

Good afternoon, and welcome to the Annual Meeting of Shareholders of Timbercreek Financial. My name is Blair Tamblyn, and I'm the Chair of the Board, Directors of the Corporation. Joining us online are the other officers and directors of the corporation. Board members being Glenn Shyba, Steven Scott, Pamela Spackman, Derek Watchorn, Ugo Bizzari and Cameron Goodnough. Management present are Cam Goodnough, CEO; Gigi Wong, CFO; Scott Rowland, VP of Portfolio Management; and Peter Hawkings, VP and Corporate Secretary. Before we begin, this year, in light of concerns regarding the COVID-19 outbreak, Timbercreek has opted for a virtual-only annual meeting in order to reduce the risk of spread of infection to our employees, stakeholders, directors and other stakeholders. This virtual-only format also permits us to comply with the Ontario government directives, restricting large gatherings. As with any new technology, unexpected glitches may occur, and we appreciate your patience. Our service providers for this platform at [ Lumi ] are very experienced at running this type of meeting and will help us work through any challenges. Before we begin with the formal business portion of the meeting, I'll provide some comments on voting and questions at today's meeting. In making the decision to move to a virtual meeting, it was paramount to ensure that shareholders' rights were protected. We have ensured that this meeting offers shareholders the same opportunities to participate as in past meetings. I welcome all guests who are not registered shareholders or voting proxies of registered shareholders. As a reminder, as with in-person meeting, only registered shareholders and duly appointed proxy holders are able to vote or ask questions. We will conduct the votes on the matters before us by a poll. On a poll, every shareholder entitled to vote on the matter has 1 vote in respect of each share entitled to be voted on the matter and held by that shareholder. Voting during the meeting can only be done through our virtual voting platform on the webcast. While polling is open, you can access it by clicking on the polling icon at the top of the page. The polls are now open. Voting can be completed at any time from now until the end of the formal business of the meeting. Thank you to those who have already voted. If you have already voted in advance of the meeting and do not wish to change your vote, then you do not need to do anything. For those who have not yet voted, we encourage you to vote now. [Voting]

Shareholders can submit questions at any time during the meeting. There will be opportunities for shareholders to ask questions specific to each resolution on the webcast. If you have a question, click on the messaging tab at the top of the page. Please read the instructions before submitting your question. In particular, we ask that you identify whether your question relates to a motion being considered as part of the formal business of this meeting or whether it is of a more general nature. We will address questions that directly relate to a particular motion at the appropriate time of the meeting, and we will respond to general questions following the formal business. If a question is personal in nature, we will follow-up with you individually after the meeting. Once you have finished typing out your question, click the Submit button. The secretary will receive the questions, and at the appropriate time, we'll read them out in order for everyone to be aware of the question being dealt with. Please note that due to time constraints, we may not be able to address all questions today. Okay. I will now call the meeting to order. In accordance with the bylaws of the corporation, I will act as Chair of this meeting. With the permission of the meeting, I will ask Peter Hawkings, Vice President and Corporate Secretary of the Corporation, to act as secretary for this meeting; and Helen Kim of AST Trust Company to act as scrutineer for the meeting. In order to have the meeting proceed efficiently, certain individuals have been asked to move and second the motions, which are to be called for in the notice of the meeting. This is not intended to limit in any way your right to participate in the meeting. Any proposed amendments or objections to a motion will need to be submitted as questions. All proposed amendments or objections that will be addressed during the meeting -- excuse me, all proposed amendments or objections will be addressed during the meeting provided that they are submitted during the period when polls are open. We also invite you to submit your questions as instructed on the online platform, and we will endeavor to address those questions following the conclusion of the meeting. We will now deal with the formal business of the meeting. Notice of the meeting. The notice calling this annual meeting, together with the management information circular, the formal proxy and other meeting materials were provided to shareholders pursuant to the notice and access provisions of National Instrument 54-101 and have been filed on SEDAR. I received proof of the mailing of the notice and access required by NI 54-101 and as the copy of the notice and access notice. Quorum and constitution of the meeting. The quorum requirements for a meeting of shareholders of the corporation are set out in Section 3.6 of bylaw #1 of the corporation, which provides a quorum for the transaction of business at a meeting of shareholders is not less than 25% of the shares entitled to vote at that meeting. The preliminary report of the scrutineer indicates that attendance in person or by proxy at this meeting for all shares of the corporation exceeds the required 25% threshold. I declare there to be a quorum present and this meeting to be regularly called and properly constituted for the transaction of business. A copy of the scrutineer's report is available with the secretary of the meeting for inspection. The final scrutineer's report will be filed with the minutes of this meeting. Financial statements. The first formal item of business is the presentation of the financial statements of the corporation and the report of the auditors for the financial year ended December 31, 2019. The financial statements and auditor's report are available on SEDAR and were mailed to any shareholder who requested them. We shall dispense with the reading of the report of the auditors. Shareholders are not being asked to approve the financial statements. However, should any shareholder have any concerns or questions, I would be pleased to deal with such matters after the termination of this meeting. Election of directors. We will now proceed with the election of directors. The information circular contains the names of management's proposed nominees to the Board of Directors, which are: Steven Scott; Glenn Shyba; Pamela Spackman; Derek Watchorn; Ugo Bizzari; Cameron Goodnough; and myself, Blair Tamblyn. I understand that these nominees have consented to act as directors, and I would ask for a motion to nominate these individuals as directors of the company.

Mr. Chair, I move to nominate Steven Scott; Glenn Shyba; Pamela Spackman; Derek Watchorn; Ugo Bizzari; myself, Cameron Goodnough; and yourself, Blair Tamblyn, as directors of the company.

I second the motion.

Thank you, Peter. The number of nominees does not exceed the number of directors to be elected by the shareholders. I would ask for a motion that the persons nominated for the election be individually elected as a director of the company to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed.

Mr. Chair, I so move.

I second the motion.

Thank you. I will now ask the secretary to please advise if any questions specific to this motion were submitted. We will wait a brief period of time to allow for the broadcast delay and for time to submit the questions.

Mr. Chair, no questions specific to this motion have been submitted.

Thank you. As there have been no comments and unless we receive any objections otherwise, we will proceed with the vote. Please record your vote now, remembering that if you have already voted in advance and do not wish to change your vote, no further action is required. [Voting]

Next item of business, auditor. So the next item of business is the appointment of auditors and the authorizations of the Audit Committee to fix the remuneration. I would ask for a motion on this matter.

Mr. Chair, I move to appoint KPMG LLP as the corporation's auditors to hold office until the next annual meeting of the corporation and that the Audit Committee of the corporation be authorized to fix their remuneration.

Thank you, Cam.

I second the motion.

Thank you, Peter. And I'll ask the secretary, please advise if any questions specific to this motion were submitted. We will wait a brief period of time to allow for the broadcast delay and for time to submit questions.

Mr. Chair, no questions specific to this motion have been submitted.

Thank you. As there have been no comments and unless we receive any objections otherwise, we will proceed with the vote. Please record your vote now, remembering that if you have already voted in advance and do not wish to change your vote, no further action is required. [Voting]

Next item, other business. Is there any other business that anyone present wishes to bring to the attention of the meeting? I'll take that as no. If there is no further business, I would now declare the polls to be closed, and we will proceed to present the voting results. I now ask the secretary to provide the preliminary results of the voting.

Thank you, Mr. Chair. I have received confirmation from the scrutineer that each of the 7 directors nominated by the Board has been elected by at least 90% of the votes cast for the election of directors and the motion to appoint KPMG LLP as the auditors of Timbercreek has been approved by at least 99% of the votes cast in respect of that matter.

Thank you, Peter. I declare each of the resolutions considered at today's meeting in respect to those matters as carried. The exact number of votes cast in respect of each matter will be filed on SEDAR and made available on our website. Thank you again to all shareholders and proxy holders for your attendance today. That concludes the formal business for the meeting. May I please have a motion to terminate the formal business of the meeting?

Mr. Chair, I so move.

Thank you.

I second the motion.

Thank you, Peter. I will now ask the secretary to please advise if any questions specific to this motion were submitted. We will wait a brief period of time to allow for the broadcast delay and for time to submit questions.

Mr. Chair, no questions specific to this motion have been submitted.

Thank you, Peter. As there have been no comments, I declare the motion carried and this meeting to be concluded. We will now address any questions that have been submitted throughout the meeting. Thank you.

Mr. Chair, I do not see any questions at this point being submitted through the website.

Okay. Well, maybe we'll wait another few seconds. Okay. Well, thank you all for participating in our virtual AGM. We'll look forward to interacting with you in the near future and stay safe. Thank you very much.