West Fraser Timber Co. Ltd. (WFG) Earnings Call Transcript & Summary

[Audio Gap] Chair of the Board of Directors of West Fraser. I will act as Chair of this meeting, and Tom Theodorakis, our Corporate Secretary, will act as recording secretary. I appoint Anita Basi from Computershare Investor Services to act as scrutineer for the meeting. I'm also pleased to inform you that members of our Board of Directors and executive management team are joining us here today. On behalf of the Board of Directors and the management team, I'm pleased to welcome you to the 2022 Annual and Special Meeting of West Fraser, including those of you joining us through live webcast. I'd also like to acknowledge that we are on the traditional territory of the Lhtako Dene. I would like to -- sorry, I would not like to -- I'm sorry but Chief Clifford Lebrun was unable to make it today but want to welcome 3 of the band councilors and the band manager. Thank you for coming. I'd also like to welcome Mayor Bob Simpson and our local MLA, Coralee Oakes. Before we commence with the formal business of the meeting, on behalf of the Board, I'd like to acknowledge and thank our Director, Gerry Miller, who will be retiring from the Board, for his long service and contributions to the company over the years. We'll first deal with the formal items of business. At the end of the meeting, our President and CEO, Ray Ferris, will provide an update on the company's operations. Following Ray's update, if there are any questions, we'd be happy to answer them. I'd like to set out a few procedures for the orderly conduct of the meeting. I'll introduce the various motions or resolutions and request that each be proposed and seconded by a registered shareholder or proxy holder. Voting on the motion to appoint the auditor and fixing the number of directors will be conducted by a show of hands, unless a ballot is demanded. In order to have an accurate record of the votes for the election of each director for the purposes of our majority voting policy and to properly record the vote on the resolutions approving the amendments to the articles of the company, the adoption of the company's U.S. employee stock purchase plan and the company's say-on-pay advisory resolution, we will conduct the vote on each of these resolutions by ballot. Most shareholders will have already submitted a proxy, which will be counted in the vote. If you have not previously submitted a proxy, you may vote by ballot. The scrutineer has provided a form of ballot for these resolutions to each shareholder or authorized representative present in person and each proxy holder who is present and has not already submitted a proxy. If you're one of those persons but do not have these ballots, please raise your hand. When voting on the resolution to elect directors, please mark an X on your ballot in the box under the heading For to the right of the name of each director you wish to elect. And if you do not wish to elect a certain nominee, mark an X in the box under the heading Withhold to the far right of the name of the director you do not wish to elect. When voting on the other resolutions by ballot, please insert the number of shares being voted for or against on your ballot. Are there any questions at this point on the procedures for the meeting? For the shareholders joining us through the webcast, questions in respect of a motion may be submitted by any registered shareholder or duly appointed proxy holder who have properly logged in with their control numbers or username by using the instant messaging service on the Lumi platform. Please note that there may be a slight delay in questions being submitted to us. Questions on the formal meeting items will be addressed as each item is tabled. Any questions received of a more general nature will be addressed at the end of the meeting. If we're unable to address your general questions during the meeting, a representative of West Fraser will reach out to you following the meeting with a response. Are there any questions at this point on the procedures for the meeting? The notice calling this meeting, the management information circular and the form of proxy were mailed to shareholders on or around March 14, 2002 (sic) [ 2022 ]. I'll dispense with the reading of the notice of meeting. Copies of the notice of the meeting, management information circular and other meeting materials are available under the company's profiles on SEDAR, EDGAR and on the company's website. Our transfer agent, Computershare Investor Services Inc., has attested to the proper mailing of the notice calling this meeting. The secretary of the company also confirmed that notice calling the meeting was mailed to all shareholders of the company entitled to receive such notice. And Computershare has provided an affidavit of the meeting -- sorry, an affidavit of mailing. Accordingly, I confirm that the notice calling this meeting and all proxy-related meeting materials were delivered to the shareholders in accordance with the requirements of the company's articles, the British Columbia Business Corporations Act and Canadian securities laws. The articles of the company require that a quorum be present to ensure the meeting is properly constituted. I've been informed by the scrutineer that we have the shareholders present or represented by proxy who hold a sufficient number of shares to constitute a quorum. I therefore declare that there is a quorum at this meeting. The scrutineer's report will be kept by the secretary with the records of the meeting. The notice of the meeting, having been duly delivered and a quorum being present, I now declare this meeting to be duly called and regularly constituted for the transaction of business. I now table and submit to you the report of the auditor, PricewaterhouseCoopers LLP, and the financial statements for the year ended December 31, 2021. We have mailed to requesting shareholders a copy of the annual report containing the auditor's report and the financial statements with the notice of the meeting, and it has been filed on SEDAR and EDGAR and is available on our website. Are there any questions concerning the auditor's report or the financial statements? I declare the financial statements and auditors' report have been received by the shareholders as submitted to this meeting. We will now proceed with fixing the number of directors to 11. I now move that shareholders approve to fixing the number of directors to 11. Would someone please second the motion?

I second the motion.

Thank you, Chris. Each of those in favor of the motion, please raise a hand. [Voting]

Each of those against the motion, please raise a hand. [Voting]

Each of -- thank you. The motion is carried, and I now declare that the number of directors have been fixed at 11. We will now proceed with the election of directors for the upcoming year. The number of directors to be elected is 11. The company has implemented an advanced notice policy requiring shareholders to provide advanced notice of any additional director nominations. The secretary of the company has advised that no nomination has been received other than those persons named as director nominees in the information circular for this meeting mailed to shareholders. I'd now like to introduce and nominate the following individuals to hold office as directors of the company until the next annual meeting, and I would ask each nominee to stand: Reid Carter; Ray Ferris; John Floren; Ellis Ketcham Johnson; Brian Kenning; Marian Lawson; Colleen McMorrow; Bob Phillips; Janice Rennie, who is not here, recovering from COVID; Gill Winckler, who is not here, on a bicycle race in South Africa; and myself, Hank Ketcham. These -- thank you. These persons are management's nominees for election to the Board as stated in the information circular for this meeting. With there being no further nominations, I declare the nominations closed. I now move that shareholders approve the election of directors for the upcoming year. As previously mentioned, a vote by ballot will be conducted for the election of directors. If you have previously voted on this matter by proxy and do not wish to change your vote, no further action is required. Please vote using the form of ballot on election of directors provided earlier. Please make sure that your name is printed clearly on the ballot. Would the scrutineer please collect the ballots? [Voting]

Okay. I guess they've all been collected. Thank you. We'll proceed with the next matter. PricewaterhouseCoopers LLP is currently the auditor of the company. I now move that shareholders approve the appointment of PricewaterhouseCoopers LLP chartered accountants as auditors of the company at a remuneration to be fixed by the directors. You've heard the motion. Is there any discussion? Each of those in favor of the motion, please raise a hand. [Voting]

Each of those against the motion, please raise a hand. [Voting]

Thank you. The motion is carried, and I declare that PricewaterhouseCoopers LLP chartered accountants have been appointed as auditors of the company at a remuneration to be fixed by the directors. The next item of business is for shareholders to vote on the special resolution concerning those amendments of the articles of the company to: one, increase the quorum requirements to 1/4 of the votes eligible to be cast at the meeting from the present requirement of 1/10; and two, to provide for additional delivery methods for a notice under the articles. I now move that shareholders approve the special resolution concerning amendments of the articles of the company as more fully described in the information circular. A vote by ballot will be conducted for the special resolution concerning amendments of the articles of the company. I'd like to remind you that if you have previously voted on this matter by proxy and do not wish to change your vote, no further action is required. Would someone please second the motion?

[indiscernible]

Thank you. Is there any discussion on this matter? Please vote using the form of ballot on amendments of the articles that the company provided earlier. Please make sure that your name is printed clearly on the ballot. Would the scrutineer please collect the ballots? [Voting]

Okay. Thank you. The next item of business is for shareholders to vote on the resolution concerning approval of the U.S. employee stock purchase plan in order to qualify as an employee stock purchase plan under Section 423 of the United States Internal Revenue Code. I now move that shareholders approve the special resolution concerning approval of the U.S. employee stock purchase plan as more fully described in the information circular. As previously mentioned, a vote by ballot will be conducted for the resolution concerning approval of the U.S. employee stock purchase plan. I'd like to remind you that if you have previously voted on this matter by proxy and do not wish to change your vote, no further action is required. Would someone please second the motion?

[indiscernible]

Well, thank you again. Is there any discussion on this matter? Please vote using the form of ballot on approval of the U.S. employee stock purchase plan provided earlier. Please make sure that your name is printed clearly on the ballot. Will the scrutineer please collect the ballots? [Voting]

Thank you. The next item of business is for shareholders to vote on the company's approach to executive compensation, also known as the say-on-pay advisory resolution. Our executive compensation philosophy, policies and programs are based on the fundamental principle of pay for performance to align the interest of our executives with those of our shareholders. This compensation approach allows us to attract and retain high-performing executives who will be strongly incentivized to create value for our shareholders on a sustainable basis. I now move that shareholders approve the company's say-on-pay advisory resolution as more fully described in the information circular. As previously mentioned, a vote by ballot will be conducted for the company's say-on-pay advisory resolution. I'd like to remind you that if you have previously voted on this matter by proxy and do not wish to change your vote, no further action is required. Would someone please second the motion?

[indiscernible]

Thank you. Is there any discussion on this matter? Please vote using the form of ballot on say-on-pay advisory resolution provided earlier. Please make sure that your name is printed clearly on the ballot. Will the scrutineer please collect the ballots? [Voting]

Thank you. While we wait for the scrutineer's report, we will pause the meeting. I've been advised by the scrutineer that the ballots and proxies deposited for the meeting indicate that each director nominee received a majority of yes votes, and I declare them duly elected to act as directors of the company for the ensuing year. Also, based on the preliminary results of voting, the 3 other resolutions by ballot, namely the amendment of the articles of the company, approval of the U.S. employee stock purchase plan and the advisory resolution on the company's approach to executive pay, say-on-pay, have been approved. I direct that the results of the poll be included with the minutes of this meeting, and the results of the voting will be announced in a news release in accordance with TSX and New York Stock Exchange policies and filed on SEDAR and EDGAR. As the formal items of business as set out in the notice of meeting have now been dealt with and as there is no further business to come before the meeting, I declare the formal part of the meeting to be concluded. I now call on Ray Ferris, President and Chief Executive Officer of the company, to provide an update on the company's operations.

Well, thank you, Hank, and good morning, everyone, and welcome to Quesnel. For those who have traveled in from outside, I think -- I screwed something up already. I think we can all agree, it's just so nice to be able to meet everyone again in person. I'd like to thank each and every one of you for taking the time out of your schedule to travel to Quesnel and our Annual General Meeting here today. Some people may ask, why have an AGM in Quesnel? For us, the answer is simple. It is where our company was founded by the Ketcham family in 1955 some 67 years ago. And it is where today where many of our senior key operating people, key sales and financial and IT people both live, work and reside. So I have a few brief comments this morning. Although we are already into -- well into April of 2022, it's good to recap 2021. It was an exceptional year for West Fraser, and I believe it was a year where we demonstrated both our steadfast commitment to our values and to our simple business strategy to be low cost, to reinvest in our business wisely and to maintain a prudent balance sheet, all of which continue to serve the company well. Our team accomplished much in 2021, and it's important to provide some context to the environment at which our teams operated. It was a challenging year on multiple fronts and included a number of very disruptive weather and wildfire events in our U.S., Canadian and European operating areas. It included dramatic fluctuations in commodity prices and in markets. It included catastrophic impacts to our transportation systems. It included the integration of one of our largest acquisitions in our history. Yet, our people not only persevered, demonstrating their resilience, they excelled by delivering both record safety and financial performance, all while continuing to operate safely during the COVID-19 pandemic. At West Fraser, safety is a core value and business priority. And in 2021, we set new milestones, achieving a 20% reduction in serious injuries while reducing our lowest -- reducing to our lowest recordable injury rate in our history. However, although we have made important progress towards eliminating injuries in the workplace, we are reminded that we also experienced several preventable serious incidents, including a fatality. These serve as stark reminders that we have much more work to do to achieve our goal of eliminating injuries in our workplace. High-quality growth has been a long-term pursuit and strategy of West Fraser. And in early 2021, our growth story continued with the acquisition of the world's largest and best-in-class OSB producer, Norbord, and then later that year, the purchase of both our new Angelina sawmill in Texas and an idled OSB facility in South Carolina. And when coupled with our reinvestments to our existing businesses, all contributed to position West Fraser as a global leader supplying sustainable and renewable building products to the world. I'm also pleased to note that by year-end, the integration of Norbord had accelerated on all fronts. Thanks to the efforts of the team, we remain on track to achieve our targeted annual synergies of $61 million by the end of 2022. Sustainability is not new to West Fraser. At West Fraser, sustainability is more than just a commitment. It is a central principle in which our business is predicated. The wood products we make are renewable, third-party certified and from sustainably managed resources. We reached an important milestone this past summer with the planting of our 2 billionth tree, reflecting a 67-year commitment to reforestation in Western Canada, where we directly manage the public forest land. This accomplishment could not have been achieved without decades of support from our employees, our contractors, local stakeholders and the communities in which we operate. Now more than ever, the world needs sustainable renewable building materials that sequester carbon in the fight against climate change. Importantly, West Fraser's renewable building products and renewable energy platform have an integral role to play as part of the solution to address climate change. Forest products are truly a natural solution and have a growing and exciting role to play in a low-carbon economy. We believe at West Fraser that we are well positioned to supply that need. Recently, we announced that West Fraser is committed to science-based targets and the science-based targets initiative known as SBTI. And over 2021, our team undertook the necessary work across the integrated organization to support a credible plan to make material reductions by 2030 across our operations. This is an important step in our sustainability leadership journey and ESG performance strategy and signals our commitment to global climate action, aligning with the Paris Agreement goals to materially reduce greenhouse gas emissions across our operations by 2030. Our sustainability work includes a strong focus on people and company culture as West Fraser believes inclusive, diverse teams build a more vibrant workforce, safer operations and a stronger company overall. As part of our ongoing commitment to diversity, equity and inclusion, we strive to create workplaces and leadership teams that reflect the diverse communities where we live and where we work. Today, the representation of women on our Board of Directors has increased from 20% in 2020 to 40% in 2021. And with today's vote, that will rise to 45%. We understand we have much more work to do. And we established the President's Diversity Council in 2020 to help us seek further opportunities to advance diversity, equity and inclusion across the organization. This will continue to be a priority for 2022 and beyond as we strive to create a culture of belonging for all employees that aligns with our core values of teamwork, respect, humility and integrity. As a company, we are committed to leaving the world better than we found it. We demonstrate that commitment by effectively managing the footprint of our operations and valuing the communities in which we live and operate. We recently reinforced our long-term commitment to engaging and partnering with key stakeholders by formally committing to the Progressive Aboriginal Relations certification program, building on our foundations of employee and community relations, which are ingrained in our goals and values. We are building a more deliberate and transparent social performance strategy to better describe, to better measure and define our social ambitions, goals and targets, all of which complement West Fraser's climate goals. We believe these things make us a better company for our employees, for our communities and for our shareholders. And with that, we believe we offer attractive long-term value for our shareholders. As the world's largest producer of renewable wood-based building products, West Fraser offers many advantages. Product and geographic diversity. Financial resilience through a portfolio that is both product and geographically diverse, we do this by providing a wide range of home and building construction products across multiple markets in 2 continents with operations in 5 countries, which help us weather cyclicality while creating a platform to serve our customers. We serve markets with strong fundamentals. We like our exposure to U.S. housing construction and repair and remodeling. Both are areas which we continue to be optimistic about supply and demand for our products. Fundamentals for housing remain favorable entering 2022, and we continue to see signs of resilience in repair and remodeling demand both in our North American and our European operations. We have a track record of disciplined and balanced capital allocation. We continue to invest in our business while maintaining financial flexibility, regularly returning excess capital to shareholders. In 2021, we invested $635 million in capital investments at our facilities, which included the asset purchase of a large-scale OSB mill. And we also returned a total of $1.3 billion to our shareholders through share repurchases and a further $75 million through dividend repayments. As our acquisition of Norbord and our recent mill acquisitions in both the lumber and OSB segments demonstrate, West Fraser has the scope, the scale and the expertise to unlock further value and growth opportunities. While we continue to grow in new products and regions to best serve our customers, our long-held values and proven strategy remain at the forefront. From the beginning, our approach has been to strive to be low cost and are high margin and reinvest in our business, things that you'll hear me say many times over, while maintaining a prudent and strong balance sheet. We are well positioned to benefit from strong ESG and sustainability fundamentals, and in particular, the role of forest products as a natural solution to climate change. And finally, we have an attractive track record of creating shareholder value, in part owing to our culture, our values and our operating philosophy. These actions have positioned us to create superior long-term value for our shareholders, and we've delivered an annualized total shareholder return of more than 11% since 2006. Looking ahead, I'm excited about our future. As we move past the integration phase of our acquisition of the world's largest and best-in-class OSB producer, we are ready to execute on our enhanced abilities of our company. As part of our commitment to continuous improvement, which, in 2021, include investments in people, technology, environmental performance, our organization continued to discover new, safer and more efficient methods to conduct our business, which we believe improve our workplaces and create long-term value. And in 2022, we anticipate investing approximately $500 million to $600 million in various improvement projects focused on technology and automation of our manufacturing process and projects targeted to reduce greenhouse gas emissions. We believe and plan to continue investing in our people, furthering our commitment to being an employer of choice where we strive to create an environment where our employees can achieve long-term, challenging and rewarding careers with West Fraser. It's important to note our culture and values have been key to our success. The culture and values that attract great people to the company was not something that was built yesterday. It's something that was -- it came -- was inherited from -- by us, by the people that came before us. So with that, I'll just -- it's hard to imagine that just 67 years ago, Sam, Pete and Bill Ketcham with just 12 employees and a small planer mill located on Two Mile Flat here in Quesnel would grow into a company with over 11,000 employees. The values, culture and determination of the founding family have been very key to our long-term and sustained success. The Ketcham family has long been an integral part of both the ownership and the leadership of the company and has been a driving steady force since 1955 and through today. This continuity has provided the ability to maintain and reinforce our culture and values, respect for people, honesty and integrity in all that we do, remembering that the team comes first, being -- humility and fairness. These values underpin our success at West Fraser and continue to run deep as a direct result of that sustained and engaged involvement of the family and a commitment shared by all of our leaders in this room and across the company. With that, I'd like to recognize and thank Janet Ketcham and other members of the Ketcham family for attending our dinner and AGM and supporting the company as we execute on our business plan. And although Bill Ketcham was unable to attend today, I know he wishes he was here as well. So thank you, Janet, and thank you to the Ketcham family. As I wrap up my comments, 2021 was an exceptional year and much that we can look back on and be proud of. In particular, what has inspired me most, though, is the energy, talent and enthusiasm of our people as an excellent reminder of the incredible things we can accomplish when we work together. As we embark on '22 -- 2022 and beyond, I can reflect that I believe our future has never been more promising and more exciting. I'm proud of our team and of West Fraser's position as a premier wood products company. And I know I can say on behalf of all of our team that we look forward to continuing to demonstrate this further in the years to come. So thank you. And Hank, that concludes my business update.

Thank you, Ray. And now I ask shareholders or duly appointed proxy holders who would like to ask a question to raise their hands and identify themselves or to type their questions in the instant messaging feature of the virtual interface if they are joining us via the webcast. We'll answer as many questions as time permits. We'll now give attendees a moment to ask or type in their questions.

Yes, [ Ernie ].

How many shares did we repurchase last [ year ]?

Well, let me ask somebody who knows.

[indiscernible] so it would have been 16 million or 17 million -- 15 million, 16 million, 17 million shares.

[indiscernible] Anything else? Any questions come in from the...

There's no questions on the virtual platform.

Okay. Further questions? Okay. Well, look at -- as we have received no further questions, on behalf of the Board and management, thank you to our shareholders, executives and directors for participating in this meeting and your understanding during these challenging circumstances. With that, Lumi, we can now end the meeting.