Algonquin Power & Utilities Corp. (TSX:AQN)
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Apr 28, 2026, 3:50 PM EST
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AGM 2021

Jun 3, 2021

Speaker 1

So good afternoon, ladies and gentlemen. Welcome to the Annual Meeting of Shareholders, Algonquin Power Utilities Corp. My name is Ken Moore. I am the Chair of Algonquin's Board of Directors. This year, in response to the continuing public health impact of the COVID-nineteen pandemic and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders.

The meeting is being held in a virtual only format through the Lumi virtual meeting platform. This platform is accessible to all of our shareholders and duly appointed proxy holders, regardless of their physical locations and allows our registered shareholders and duly appointed proxy holders to participate, Submit questions and vote upon the matters before us today. Over the course of this pandemic period, Algonquin's Resilient business model and emergency preparedness have allowed us to continue providing essential services to our customers and communities in a safe, in a reliable and efficient manner. Despite the challenges brought on by COVID-nineteen, we have effectively weathered the pandemic's impact to date And we're tremendously proud of our dedicated employees for their exemplary response across the communities we serve. I want to thank each and every one of our employees for their hard work and efforts throughout the pandemic.

They make our mission of sustaining energy and water for life a reality every day. Before I start the meeting, I would also like to take this opportunity to acknowledge the retirement this year and one of our long serving Board members, George Steves. George retired last month after having served in our Board for 12 years and is not standing for election. His history with Algonquin goes beyond his tenure on our Board as George also served as a trustee of our predecessor entity, Algonquin Power Income Fund for many years. On behalf of our Board and the company, I'd like to thank George for his long standing service to the organization and the many contributions he made as a member of the Board and as the Chair of our Corporate Governance Committee.

Now let's turn to the formal business of our annual meeting. Participating in this virtual meeting with me are Chris Ball, Arun Van Scudder, Melissa Stapsell Barnes, Chris Hoskinson, Randy Laney, Carol Lehman, Mashid Sayidi and Delek Samil, who are directors of the company. Arun Banskada is also the President and Chief Executive Officer of the company. Also present from the company, in addition to Arun, are Arthur Kasperczak, Chief Financial Officer Jennifer Tyndale, Chief Legal Officer and George Trzic, Chief Governance Officer and Corporate Secretary. I now officially call the meeting to order.

I will chair the meeting and appoint George Trzic to act as Secretary of the meeting and representatives of AST Trust Company Canada to act as scrutineers for the meeting. Given the virtual format of today's meeting, we request that shareholders who have comments or questions on a formal item of business Make such written submissions now, clearly identifying the applicable item of formal business. During the course of this meeting, at the appropriate time, such submissions will be addressed prior to voting on the applicable motions. If shareholders have any questions, not specifically relating to an item of formal business, they can submit those questions at any time By clicking on the question icon and typing in their questions. We'll do our best to address those questions in a Q and A session following remarks from Arun Banskada after the conclusion of the formal business.

Based on the scrutineers' report, Proxies were received from the holders of a sufficient number of common shares to constitute a quorum. I therefore declare that the meeting is properly constituted for the transaction of business. The final report in attendance will be retained with the records of the company. Given this is a virtual meeting, the voting at today's meeting will be conducted by online ballots for all matters. If as a registered shareholder or duly appointed proxy holder, you have used your control number to log into the meeting and you accepted the terms and conditions of the meeting, you will be provided the opportunity to vote by online ballot.

If you have already voted by proxy and you vote again by online ballot during the meeting, your online vote during the meeting will revoke your previously submitted proxy. Accordingly, if you have already voted by proxy and do not wish to revoke your previously submitted proxy, Do not vote again during the online ballot. The polls will be opened for all items of business to be voted on at the same time. This will allow you to vote on each item immediately or if you prefer, you may wait until the conclusion of discussion on each item prior to casting your vote. The item of business to be voted on and your available voting options will be visible on the voting panel on your screen.

To submit a vote, please click on the applicable voting choice displayed on your screen. Once discussion has concluded on all items of business, we'll provide a few additional moments to enter your votes. I will then to declare voting closed on all matters of business. The results of the vote on each matter will then be announced prior to the close of the meeting. I now declare the online voting polls open on all items of business.

Pursuant to an exemption order obtained by the company under the Canada Business Corporations Act, the company has used notice and access to send a notice calling this meeting and other requisite meeting materials to each intermediary and registered holder of common shares of the company as of April 12, 2021, the record date for the meeting. These materials have also been provided to each of the directors and the company's auditor. I direct that the confirmation of delivery of a notice of the meeting received from AST Trust Company Canada and the scrutineers' complete report and attendance be annexed to the minutes of the meeting. Copies of materials are available on the company's website and on our SEDAR profile at sedar.com. Accordingly, with the consent of the meeting, I will dispense with the reading of the notice of meeting.

The first item of business is a presentation of the company's 2020 annual report containing the company's audited financial statements for the fiscal year ended December 31, 2020. I direct that the financial statements and auditors report be attached as a schedule to the minutes of the meeting. Unless there is an objection, I will dispense with the reading of the auditors' report. If any questions have if any shareholders have questions relating to the financial statements, These questions can be submitted at any time and will be addressed after the formal business concludes when Arun Vanscada provides an overview of the company's activities. The next item of business is the reappointment of the auditors of the company.

May I have a motion that Ernst and Young LLP be reappointed as auditors of the company until the end of the next Annual Meeting of Shareholders or until a successor is duly appointed.

Speaker 2

My name is George Trcic, and I so move.

Speaker 1

Would anyone care to second the motion?

Speaker 2

My name is Arthur Katzprzak, and I second the motion.

Speaker 1

Thank you. In order to be carried, the motion must be passed by majority of the votes cast. At this time, we'd ask the moderator to please advise of any questions that have been received on this matter from a participant of this meeting.

Speaker 3

Mr. Chair, I confirm we did not receive any questions in relation to this matter.

Speaker 1

No comments or questions having been received, we will conduct a vote by way of online ballot. As previously noted, If you've already voted by proxy and you vote again by online ballot, your online vote will revoke your previously submitted proxy. If you've already voted by proxy and do not wish to revoke your vote, do not vote again. Registered shareholders and duly appointed proxy holders can choose to vote by online ballot now by selecting the applicable voting options. I will announce the results of the vote at the conclusion of the meeting.

We will now proceed with the election of directors. The company's ask From time to time, the number of directors within the minimum and maximum numbers provided for in the articles. The Board has determined the number of directors to be elected at the meeting to B9. As described in the management information circular for the meeting, under the majority voting policy adopted by the Board, where a nominee is not elected by at least a majority of the votes cast, That director must immediately tender his or her resignation. In such instance, the Corporate Governance Committee will, Within 90 days of the shareholders' meeting, determine whether to accept the resignation, which absent exceptional circumstances should be accepted.

The resignation will become effective when accepted by the Board. In the interest of expediency, I would like to call on Arthur Kuspzak to make the nominations on behalf of management of the company.

Speaker 2

I nominate the individuals named at the Management Information Circular to stand for elections as directors of the company, namely Christopher Ball, Arun Benescotta, Melissa Stapleton Barnes, Christopher Huskinson, Randy Laney, Carol Lehman, Kenneth Moore, Nasheed Saeed And Delac Simele.

Speaker 1

Particulars of these 9 nominees for whom in the absence of instructions to the contrary Management proxies will be voted, as set out in the management information circular. These nominees have accepted their nominations. If elected, These nominees will hold office until the end of the next Annual Meeting of Shareholders or until their successors are elected or appointed in accordance with the articles and bylaws of the company. Pursuant to our advanced notice bylaw, There have been no director nominations put forward other than the directors nominated on behalf of management as set out in our management information circular. Accordingly, I declare the nominations closed.

May I have a motion for the election of the 9 persons nominated as Directors?

Speaker 2

My name is George Trisic, and I so move.

Speaker 1

Would anyone care to second the motion?

Speaker 2

My name is Arthur Kasprzak, and I second the motion.

Speaker 1

Thank you. At this time, we would ask the moderator to please advise of any questions that have been received on this matter from the participants of this meeting.

Speaker 3

Mr. Chair, I confirm we did not receive any questions in relation to this matter.

Speaker 1

No comments or questions having been received. We will conduct a vote by way of online ballot. In accordance with the company's majority voting policy, we have individual voting for directors. As previously noted, if you've already voted by proxy and you vote again by online ballot, Your online vote will revoke your previously submitted proxy. If you've already voted and do not wish to revoke your vote, do not vote again.

Registered shareholders and duly appointed proxy holders can choose to vote by online ballot now by selecting the applicable voting options. I will announce the results of the vote at the conclusion of the meeting. As described in the management information circular, 2012, the Board of Directors adopted a policy to annually provide shareholders with an advisory vote based on the model say on pay for Boards of Directors published by the Canadian Coalition For Good Governance. The text of the advisory resolution is set out in Schedule A to the management information circular. The affirmative vote of a simple majority of the common shares voted is required for an advisory approval.

Although the results of an advisory vote are not binding on the Board of Directors, The Board will take into account the results of the vote together with other feedback from shareholders in considering its approach to executive compensation in the future. May I have a motion that the resolution to approve the approach to executive compensation disclosed in the management's information circular as set forth in Schedule A to the management's information circular be approved.

Speaker 2

My name is George Trisic, and I so move.

Speaker 1

Would anyone like to second the motion?

Speaker 2

My name is Arthur Kasprzak, and I second the motion.

Speaker 1

Thank you. At this time, we would ask the moderator to please advise of any questions that have been received in this matter from the participants of the meeting.

Speaker 3

Mr. Chair, I confirm that we did not receive any questions in relation to this matter.

Speaker 1

No further comments or questions having been received. We'll conduct a vote by way of online ballot. As previously noted, if you've already voted by proxy and do not wish to revoke your vote, do not vote again. Registered shareholders and duly appointed proxy holders can choose to vote by online ballot now by selecting the applicable voting options. I will announce the results of the vote at the conclusion of the meeting.

It is now 421. The online ballots on all items of business will close at 4.22. For those of you who have not yet voted on all of the items of business, please do so now. We'll now take a short pause While the polls close and the results are tabulated by the scrutineers. I confirm the online ballots are now closed and the scrutineers have tabulated the results.

And please confirm that the scrutineers have reported to me that all matters put to a ballot have been passed with the requisite shareholder approval. Accordingly, I declare that the motion on the reappointment of the company's auditors has passed. I declare that each of the 9 nominees to the Board of Directors is elected, and I declare that the advisory resolution to approve the approach to executive compensation has passed. A report disclosing the voting results on each item of business at the meeting will be filed on SEDAR and disclosed in the press release promptly following the meeting. Is there any other formal business that may properly be brought before this meeting?

Speaker 3

Mr. Chair, I confirm that we did not receive any requests for other formal business.

Speaker 1

Ladies and gentlemen, that concludes the formal business brought before the meeting. I wish to thank you for attending, and I now declare this meeting to be terminated. We will now continue with a presentation from Arun Banskoda relating to the company's activities. Following this presentation, management of the company in attendance will be pleased to answer any questions you may have about the company. I would now like to turn things over to Arun.

Speaker 4

Thank you, Ken. Good afternoon, everyone, and thank you for joining us for our 2nd virtual Annual General Meeting. I'd like to welcome our shareholders and thank you for your time and interest. I would like to use this opportunity to provide your company's business update. Before continuing, I want to make our legal team happy By highlighting that our discussions during this management presentation will include certain forward looking information and non GAAP financial measures.

At the end of the presentation, we will post a slide containing important information about these items. Reference can also be made to our most recent annual and interim MD and A File on SEDAR and EDGAR for additional information on these items. Now let's get on with the presentation. Looking at the agenda for this section of the meeting, I'm going to take 15 minutes or so to Provide an overview of our business, provide a summary of our financial performance in 2020, I like some of our more notable strategic achievements, discuss our 3 strategic pillars of growth, Operational excellence and sustainability and lastly, wrap up with our future growth plans. With society and economies aligned around the goal to minimize carbon emissions, Algonquin's regulated and renewables businesses are well positioned to contribute to and benefit from this decarbonization transition.

Lower cost and improved efficiency of renewables, Projected retirements of coal and nuclear facilities, transition from gasoline to electric transport, Increasing customer demand for sustainable energy and the proactive climate policy from the Biden administration Are expected to continue to provide strong tailwinds for the growth of Algonquin's businesses. We are a North American Energy and Water Company, and we operate through 2 business groups. Our regulated business comprises approximately 70% of our portfolio And consists of rate regulated electric, water and gas utilities serving over 1,000,000 customer connections In 16 jurisdictions, including 14 U. S. States and 1 Canadian province.

Our renewable business represents approximately 30% of our portfolio and has a combined growth generating capacity of 2,300 megawatts. Fully 81% of the revenues From this business are contracted under long term agreements and the remaining average weighted life of these contracts It's over 13 years. We are a mission critical industry, providing the daily needs of electricity, water and natural gas to our customers. Given the resiliency in our business model, The company was able to navigate through the impacts of COVID-nineteen, both from a financial and operational standpoint. I want to take a moment to express my utmost appreciation to our employees For all of the hard work that has gone into providing our customers with uninterrupted, safe and reliable energy and water services over the last year during the pandemic.

Turning to the next slide, I'd like to highlight our field financial metrics in 2020. Adjusted EBITDA was $869,500,000 a 4% year over year increase And we exited the year with nearly $13,200,000,000 in assets, a 21% increase over the prior year. We are pleased to deliver another year of outstanding returns as proven by our 2020 total shareholder returns. As you can see, we have a stellar track record of delivering strong total shareholder returns, both over the last year as well as longer term. In 2020, the company delivered total shareholder returns of 22% on the New York Stock Exchange, while our 5 10 year cumulative TSR Was 141% and 5 62% respectively on the TSX.

While our performance was attractive on an absolute basis, it's also important to measure our results against our peers. Both our 1 year and 5 year returns benchmark favorably against the broader market TSX Composite Index As well as the utility sector indices, both in Canada and in the U. S. In 2020, Algonquin shares were also included in the S and PTSX 60 here in Canada. This is a tremendous accomplishment with Algonquin now part of what is often described as the blue chip index and should generate additional volumes and make us more visible to investors.

We are very mindful of the important role our dividend plays In the total return expectations of our shareholders, we are pleased that the growth in our earnings per share has supported the continued growth in our dividends. In 2020, Algonquin increased its annual dividends by 10% From the previous year and you may have also noted that the Board approved a further 10% increase for this year, Marking the 11th consecutive year of increasing dividends by 10%. Post 2021, we expect dividend increases to be guided by a balanced assessment of adjusted net earnings per share growth, Capital investment opportunities and the dividend payout ratio. The company undertook many successful growth initiatives and achieved numerous milestones in 2020. We continue to focus our efforts on Algonquin's 3 strategic pillars: growth, Operational Excellence and Sustainability.

And I will spend some time on each pillar. As I mentioned in my opening remarks, we operate through 2 primary businesses, Regulated and Renewables. What is unique is the number of growth levers that support our 2 businesses And this gives us confidence in delivering strong returns. On the regulated side, One lever of growth is our organic investments in improving the safety and reliability of our mission critical infrastructure. In fact, this has been our largest growth lever, which we obviously try to balance with customer bill impacts.

Another lever of growth is acquisitions. And we completed 2 utility acquisitions in 2020. The Chilean Water Utility, Esal and the Bermuda Electric Light Company or Belco. With the addition of these 2 utilities, Algonquin has now surpassed the milestone of over 1,000,000 customer connections Within our regulated footprint. Using an average 3 people per household, this translates into approximately 3,000,000 customers Receiving our critical energy and water services.

A third lever of growth As we transition to lower carbon energy is our greening the fleet initiatives. Given our DNA and expertise in renewables, Algonquin was an early pioneer as we worked on developing and constructing 3 wind farms in the U. S. Midwest For a total 600 megawatt capacity to deliver cost effective and sustainable energy options to our customers. I'm happy to report that we progressed well on this front in 2020 and have successfully completed our Midwest Greening Fleet initiative earlier this year.

On the renewable side, we also have multiple growth levers. Algonquin remains very well positioned In the commercial and industrial or C and I space, where important long term customers are supporting renewables growth as they are looking to achieve their own sustainability goals. As further proof of concept, We announced our framework agreement with Chevron last year for the potential development of over 500 megawatts of renewable energy facilities. Over the last year, we have bolstered our internal resources and software tooling To focus even more on greenfield development opportunities that we originated. I'm glad to report That in a short time span, we have already developed a potential pipeline of over 3,400 megawatts of greenfield opportunities.

2020 also marked the company's largest construction program in our history With approximately 1600 megawatts of renewable energy projects under construction. To put that in context, these new projects approximately doubled the amount of our overall renewables portfolio. Of the 1600 megawatts, nearly 1400 megawatts have reached commercial operations And the remainder are on track to be completed by year end. In a mission critical industry like ours, safety is always an area of focus. And so I'm pleased That in 2020, we saw 33% year over year improvement of our recordable injury rate to 0.85 And this is top quartile performance when compared to our utility peers.

I'm also pleased to report That we have recently passed the impressive milestone of 6,000,000 safety hours without a single lost time injury. Our organization's response to COVID was another example of operational excellence in action. I'm very proud of our employees and management and how they pivoted the organization over just a couple of weeks At the end of the Q1 in 2020, to enable us to continue to keep our employees safe, while delivering great service for our customers In a new predominantly remote working environment, we have learned a lot through our COVID response That will enable us to work more flexibly in the future, which we believe will be good for our employees, our customers And our investors. On the regulatory side, I was pleased we saw a 21 point improvement In our JD Power customer satisfaction scores from 665 to 686 in 2020 as well as solid improvements in our reliability metrics. On the renewable side, Our focus continues to be on maximizing production and we had another strong year of availability.

Our focus on data and analytics of our production sites is starting to show results. And our team was able to reduce the lost production megawatt hours from alarms and downtime in 2020 by 18% from the prior year. 2020 marked the 1st full year of contribution From New Brunswick Gas and St. Lawrence Gas, the integration of these two utilities into the Algonquin Liberty family has gone well. As with all our previously acquired utilities, we strive to share learnings among our utilities With the aim of driving consistent improvement in our key performance metrics that drive value for our customers and investors.

Lastly, on operational excellence. We are highly committed to maintaining our BBB flat credit rating. Algonquin is rated by S and P, Fitch and DBIS, with all 3 rating Algonquin at BBB Flat. We believe our BBB credit rating optimizes our cost of capital by not only providing for the issuance of cost effective debt, But also reducing the risk to our equity holders. And finally, we remain firmly committed to sustainability through the inclusion of environmental, social and governance or ESG values in our broader corporate strategy and day to day operations.

As evidence of our ongoing commitment to sustainability initiatives, we published our 2020 Sustainability Report And first ever Task Force for Climate Related Financial Disclosure, TCFD report, which aligns our business strategy with societal priorities around climate change. We also set 9 sustainability goals that were related to key initiatives that existed in our business strategy That we had identified as linked with E, S or G matters. In 2021, Our Board Human Resources and Compensation Committee added key ESG metrics to both the annual incentive plan And long term compensation plan for our employees, which embeds sustainability into our compensation programs. I am pleased to report that we are making good progress on these goals. Related to the Midwest Greeningwood fleet that I spoke of earlier, we closed our Asbury coal plant in March 2020.

This closure is expected to enable us to achieve our goal of reducing annual carbon dioxide emissions By 1,000,000 metric tons and with the previously announced renewable construction projects over the course of 2020 year to date, We are on track to achieve our goals of 75% renewables and 2,000 megawatts of new renewables capacity in our fleet by 2023. We are also receiving external validation On our ESC leadership from MSCI giving us a AA rating as well as the recent inclusion of Algonquin Shares Into the S and P Global Clean Energy Index earlier this year. We are committed to continue on this journey And maintaining our leadership position on environmental, social and governance metrics. I would like to conclude by giving an update on our growth initiatives and capital plan. At our December Investor Day, we updated our 5 year capital investment program, which projects $9,400,000,000 from 2021 through the end of 2025 to be spent across our 2 business groups.

We have identified projects that make up the entire $9,400,000,000 with most of them under construction Or in advanced development. This core $9,400,000,000 program does not include Any further M and A beyond previously announced transactions or any success from our 3,400 Megawatt pipeline of Prospective Greenfield Opportunities. Before we open the lines for the question and answer period, We remain very excited about Algonquin's businesses and prospects. With society And economies working hard to minimize carbon emissions and many countries coalescing around a net 0 carbon by 2,050 goal. Algonquin's regulated and renewables businesses are well positioned to contribute to and benefit from This decarbonizes and transition.

We remain encouraged by the Biden administration's focus On clean energy in their infrastructure bill and the potential for expanded investment opportunities. Our 3 strategic pillars of operational excellence, growth And sustainability will be a key foundation as we continue to build the business and bring long term value to our shareholders. We remain well positioned to continue to execute on our growth strategies, while pursuing our sustainability goals, Guided by maximizing operational excellence on behalf of our investors, employees and customers. With that, Ken, perhaps we can open things up for questions.

Speaker 1

We would now like to invite questions from shareholders or proxy holders present at the meeting.

Speaker 3

All right. Thank you, Ken. I'm just checking the screen here, and it looks like we have one question, Arun, that we can get started with. Can you speak to how Algonquin is positioned to benefit from U. S.

Policy in terms of increased renewable power deployment?

Speaker 4

Thank you, Jen, and that's a great question. So a more climate friendly administration in the U. S. Certainly provides tailwinds for our business. At the same time, I would like to point out that renewables are now both Sustainable and economic.

For example, I look back at the year 2020, When we certainly did not have the most climate friendly administration and that was when we undertook our largest construction project In our company's history with 1600 megawatts of solar and wind. We're obviously very excited with all of the We're seeing from the Biden administration. As folks know, I mean, there are several climate bills that are pending in the House and Senate. And we are we see potential opportunities in this legislation and in the administration's commitment to really achieve A 100% clean energy economy and including expanding the nation's clean transportation system, more efficient sighting of clean energy And the transmission to bring it to consumers, a clean energy standard as well, PTC, ITC extensions And various incentives to advance renewable natural gas. As folks may know, we have successfully developed and brought into operations 1 of our solar projects, the Great Bay Solar, which is in Maryland.

And interestingly enough, The federal government is the direct off taker from this project. And should the federal government Directly contract for future renewables, we have developed all of our accounting, reporting and regulatory systems to be able to capitalize on these opportunities. So all in all, Algonquin's businesses are very well aligned with the Biden administration's clean energy goals And we certainly stand to benefit from this transition.

Speaker 3

All right. Well, thank you very much for that. And just as a reminder, if you are a shareholder or Proxy holder and you wish to put a question in, please click on the question icon and then type and submit your question. And Aruna, I have one more here. You did touch on the topic of dividends in your remarks.

This Shareholder says, as a long time shareholder, dividends are an important component of my returns. How are you thinking about long term dividend growth and the payout ratio?

Speaker 4

Absolutely. So a great question. So Just to remind all of our shareholders, in May 2021, in fact, just last month, Our Board has approved a 10% increase in the dividend, beginning with the 2nd quarter dividend payable on July 15 of this year. And the increase for this quarter marks the 11th year of consistently increasing our dividends As well as demonstrates our confidence in the resiliency of our business model. So we want to ensure the sustainability of our dividend And that obviously requires setting an appropriate long term payout ratio target based on adjusted net earnings per share.

In setting this payout ratio, we basically consider the source of cash flow generation in our business, which obviously currently comes from Around 70% regulated utilities and around 30% the renewables business. And just as context, pure play utility companies typically have payout ratios of around 60% to 70% based on earnings, While pure renewables businesses typically set their payout ratios based on funds from operations. So when you combine those two parts, that really points us to a payout ratio of somewhere in the range of 80% to 90%, which we believe is a long term sustainable target for Algonquin. So in the future, dividend growth will be guided by the target payout ratio And we'll consider current and projected adjusted net earnings per share growth, capital reinvestment opportunities And overall shareholder return and will of course be at the discretion of our Board of Directors. So the The ratio we've outlined is a long term target and we certainly continue to view dividend growth as a very important part Of the total return we provide to our shareholders.

Speaker 3

All right. Well, thank you for those explanations, Arun. I do not See any further questions coming in at this time. And so I think what I will do is pass it back to our Chair, Ken Moore, to wrap things up.

Speaker 1

Thanks, Jen. On behalf of the Board and management of the company, I'd like to thank all of our shareholders as well as others who have joined us today for your support and your attendance at this meeting. Thank you.

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