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 of Directors of the company. Joining us online are the other officers and directors of the company: Scott Rowland, CIO of the Manager; Tracy Johnston, CFO; Geoff McTait, Managing Director Originations; John Walsh, VP, Corporate Secretary; and Karynna Ma, VP, Investor Relations. Before we begin, this year, in light of continuing concerns regarding the COVID-19 outbreak, Timbercreek is opted, once again, for a virtual-only annual meeting in order to reduce the risk of spread of infection to our employees, shareholders, directors and other stakeholders. This virtual-only format also permits us to comply with the Ontario government directives restricting large gatherings. As with any technology platform, 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 will provide some comments on voting and questions at today's meeting. In making the decision to move to a virtual meeting, it is paramount to ensure that shareholder rights were protected. We've ensured that this meeting offers shareholders the same opportunities to participate as in past in-person meetings. I welcome all guests who are not registered shareholders or holding proxies or registered shareholders. As a reminder, with an 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 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 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 the meeting or whether it is more of a general nature. We will ask questions that directly relate to a particular motion at the appropriate time of the meeting, and we'll 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. I will now call the meeting to order. In accordance with the bylaws of the company, I will act as Chair of this meeting. With the permission of the company -- with the permission of the meeting, I will ask John Walsh, Corporate Secretary of the company, to act as Secretary for this meeting. And Tony Taccogna and Kay Harrison of the AST Trust Company to act as scrutineers for the meeting. In order to have the meeting proceed efficiently, I will move the motions, which are to be called for in the notice of 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 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. The notice calling this annual meeting, together with the management information circular, the formal proxy and the 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 this notice and access notice required by NI 54-101, and ask that a copy of the notice and access notice, including the proof of the mailing and the other meeting materials be retained by the Secretary with the records of this meeting. The quorum requirements for a meeting of shareholders of the company are set out in Section 3.6 of bylaw #1 of the company, 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 the meeting. The preliminary report of the scrutineer indicates that attendance in person or by proxy at this meeting for all shares of the company exceeds the required 25% threshold. I declare there to be a quorum present and then 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. The first formal item of business is the presentation of the financial statements of the company and the report of the auditors for the financial year ended December 31, 2020. 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'd be pleased to deal with such matters after the termination of this meeting. 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: Glenn Shyba; Pamela Spackman; Derek Watchorn; Amar Bhalla; Steven Scott; Blair Tamblyn; and Scott Rowland. I understand that these nominees have consented to act as directors. I move to nominate, Glenn Shyba; Pam Spackman; Derek Watchorn; Amar Bhalla; Steven Scott; Blair Tamblyn; and Scott Rowland as directors of the company. The number of nominees does not exceed the number of directors to be elected by the shareholders. I move by separate motions that each of the persons nominated for election to 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. I will now ask the secretary to please advise if any question specific to this motion were submitted.

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]

The next item of the business is the appointment of auditors and the authorization of the audit committee to fix their remuneration. I move to appoint KPMG LLP as the company's auditors to hold office until the next annual meeting of the company and that the audit committee of the company be authorized to fix their remuneration. I will now ask the secretary to please advise if any questions specific to this motion were submitted.

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]

Is there any other business that anyone present wishes to bring to the attention of the meeting? 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 the motions to elect each of the named nominees as a director of the company have received votes cast in favor of their election. And as the number of nominees does not exceed the number of directors to be elected, each of the nominees named above are elected. 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. With respect to the election of directors, each of the 7 directors nominated by the Board has been elected in accordance with the Ontario Business Corporations Act. However, the company has adopted a majority voting policy, and therefore, the company will follow that policy in respect of the results of each of the relevant motions. 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. I move to terminate the formal business of the meeting. I will now ask the secretary to please advise if any questions specific to this motion were submitted.

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

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

Mr. Chair, I confirm, there are none.

Thank you. That concludes today's meeting. Again, thank you all very much for your attendance and support of Timbercreek Financial. Good afternoon.