AGM 2020

Apr 29, 2020

Thank you for standing by, and welcome to the Celestica Annual General Meeting. At this time, all participants are in a listen only mode. After the speakers' presentation, there will be a question and answer session. I would now like to hand the conference over to Robert Ellis. Please go ahead, sir. Thank you very much. Good morning, ladies and gentlemen. I'm Robert Ellis, the General Counsel and Corporate Secretary of Celestica. Before we proceed with the meeting, I'd like to welcome those of you joining by webcast and on the telephone lines. Given the context of the COVID-nineteen situation and government orders related thereto, Celestica's Board of Directors, executives, auditors and other advisors have been unable to attend the meeting in person. Attending the meeting here with me from Celestica are Mandeep Chawla, Chief Financial Officer and Jeffrey Woodlock, VP Legal. From Computershare Investor Services, we have Josette Coffeyberg and Kate Stevens. All of the director nominees have joined the meeting via webcast or telephone line. Although there will not be a formal presentation from management, Rob Mionis, Chief Executive Officer, will provide some remarks and both he and Mr. Chawla will be available to answer shareholder questions at the end of the meeting. I now call the meeting to order. With consent of the meeting, Geoffrey Woodlock will act as secretary of this meeting. With the consent of the meeting, I hereby appoint Josette Coffeyberg and Kate Stephens of Computershare Investor Services Inc. To act as scrutineers for this meeting. The notice of this meeting together with a form of proxy, the related management information circular and the consolidated financial statements of the company for the financial year ended December 31, 2019 as well as the auditors report thereon have been mailed or delivered to each director, the auditor and each shareholder entitled to vote at this meeting in compliance with the applicable requirements. Copies of these materials are also available at this meeting. The scrutineers report the requisite quorum of shareholders is represented at this meeting. Accordingly, the meeting is properly constituted for the conduct of business. In accordance with the company's bylaws, I will now call for nominations for shareholder presence to act as the Chair of this meeting. I nominate Robert Ellis to serve as Chair of this meeting. As there are no further nominations, I declare the nominations closed. Voting on this matter will be conducted by a show of hands. With those in favor of my appointment as chair of this meeting, please raise a hand. Abstentions if any. With the concurrence of the Secretary of the meeting, I hereby declare that I've been appointed as Chair of this meeting. The first item on the agenda is the election of directors, and I hereby nominate each of the following 9 persons to serve as a director of the company until the close of the next annual meeting of the company's shareholders or until the director's successor is duly appointed subject to the provisions of the company's bylaws. Robert Cashela, Deepak Chopra, Dan DiMaggio, Laurette Kohlner, Rob Myones, Carol Perry, Taufik Papatia, Eamon Ryan and Michael Wilson. These nominees have accepted their nomination. As there are no further nominations, I declare the nominations closed. As Celestica has adopted individual voting directors and a majority voting policy, we will be conducting a vote by ballot for the election of directors. All ballots have been submitted. While we're waiting for the scrutineers report on the election of directors, we'll move to the next item of business which is the vote on the advisory resolution on the company's approach to executive compensation or as it is commonly referred a say on pay vote. Shareholders are being asked to approve a resolution on an advisory basis and not to diminish the role and responsibilities of the Board of Directors to accept the approach to executive compensation disclosed in the company's management information circular delivered in advance of this meeting. I hereby move that the stay on payroll solution appearing on Page 25 of the company's management information circular be approved. I second the motion. I apologize for the background noise. The vote will be conducted by ballot. All ballots have been submitted. While we are waiting for the scrutineers report in motion, we will move to the next slide of business, which is the presentation of the company's consolidated financial statements and the auditors report thereon. These were included in the annual report that was mailed to each shareholder who elected to receive the report and as previously noted, copies are also available at this meeting. The next item of business is the appointment of the auditor of the company. And I hereby move that KPMG LLP be appointed the auditor of the company until the close of the next annual meeting of the company shareholders or until the successor is duly appointed. I second the motion. The vote will be conducted by ballot. All ballots have been submitted. While we are waiting for the scrutineers report on the motion, we will move to the next cycle business, which is the authorization of the Board of Directors to fix the auditor's remuneration. I hereby move that the Board of Directors be authorized to fix the remuneration to be paid to the company's auditor. I second the motion. The vote will be conducted by ballot. All ballots have been submitted. I'm going to take a moment now to receive and review the scrutineers report. Please bear with us. And again, I do apologize we have a building based tone that is occurring. I apologize for the interference with the communication. I've now reviewed the scrutineers' report and hereby declare that the individuals nominated are elected as directors. The scrutineers report also shows that each elected director received votes in excess of the thresholds established under Celestica's majority voting policy as described in the Management Information Survey. With respect to the motion to approve the advisory resolution concerning the company's approach to executive compensation appearing on Page 25 of the company's management information circular, the scrutineers report shows that a majority of the votes captured in the meeting were voted in favor of the motion. I therefore declare the motion carried. Further to the scrutineers' report, I also hereby declare that KPMG LLC has been appointed the auditor of the company and that the directors have been authorized to fix the auditor's remuneration. The number of votes cast in favor of, withheld from voting or voted against and each item of business at this meeting will be reported as part of the report of voting results to be filed following this meeting. As there is no other business that may properly come before the meeting, I declare the meeting terminated. Thank you. Although there will not be a formal presentation from management, I would now like to invite Mr. Myonas to provide some remarks, after which he and Mr. Chawla will take shareholder Thank you, Rob, and thank you to those who have joined the webcast and conference call today. Before I discuss our strategy and the company's progress, I would like to take a moment to address the COVID-nineteen pandemic and its impact on Celestica. I want to first acknowledge the extraordinary global Celestica team. As we initially became aware of the impact of COVID-nineteen in China, we quickly adapted our operations to ensure our employees were safe and to minimize disruption. Those experiences in the first wave of the pandemic helped us plan the way forward as the disease spread to other countries in Asia, Europe and North America. Every step of the way, we have implemented precautionary measures to protect the health and safety of our employees, maintain continuity of our operations and meet our customers' commitments. It has been an inspiring effort under difficult circumstances. I am proud and honored to work with the Celestica team, such an outstanding group of professionals. We constantly adjust to new developments and closely monitor the situation as it evolves. And as we continue to rise to the challenge, I am confident in our ability to do the right thing for our employees as well as our customers. Despite the uncertainty surrounding the impact of COVID-nineteen, I remain confident in our long term outlook. The progress we have made in diversifying our revenue and customer base and expanding our capabilities into higher value add service offerings has positioned us well to withstand a challenging situation we are seeing today. 2019 was a year where we made difficult, but critical decisions as we execute on our transformation plan in order to build a foundation for future success. Our actions included improving the diversification across our business and reducing our customer concentration, streamlining our cost structure, building new capabilities and expanding on our customer base in response to challenging market dynamics. Executing on our CCS portfolio optimization review as we ended the year is a smaller but more resilient CCS business. And finally, maintaining our balanced approach to capital allocation, executing around $70,000,000 of share buybacks, while also reducing our net leverage, thanks to very strong free cash flow generation. And it is this hard work that has put us in a strong position today. Before COVID-nineteen pandemic, our efforts to transform our business were aimed at positioning Celestica as a partner our customers would rely on to help them stay ahead of competitive threats and market disruption. This goal has not changed. In fact, it has never been more vital. For 2020, we remain focused on executing our strategic plan. Our strength in CCS hardware solutions to support the growing demand for cloud coupled with our diversified ATS businesses provides us with a solid foundation. We are excited about our future opportunities to sustainable profitable growth. At the same time, we are adjusting for the realities of COVID-nineteen and the impacts that is having on customer demands and priorities. However, we believe the important work we have undertaken to realign our business means we are well positioned to embrace emerging opportunities and to drive growth. I want to thank our employees for their incredible focus and commitment through a trying time and our customers and shareholders for their continued support. I will now turn the call over to the operator for questions. And I don't show any question on the phone lines at this time. Are there any web questions? No, there are not. Thank you, Sheryl. It seems like it concludes the call. Rob, do you want to call the meeting to adjourn? Yes. We'll adjourn at this time. Thank you very much for everyone for joining. Thank you all. Thank you very much for joining us today. This concludes our call. You may now disconnect.