Canadian Natural Resources Limited (TSX:CNQ)
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Apr 24, 2026, 4:00 PM EST
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AGM 2021

May 6, 2021

Speaker 1

Afternoon, ladies and gentlemen, and welcome to the Annual Meeting of the Shareholders of Canadian Natural Resources. My name is Murray Edwards and as Chairman of the Corporation, on behalf of Canadian Natural, we wish to thank you for attending this meeting. Due to the travel and gathering restrictions that have resulted from the COVID pandemic, we are again holding the corporation's annual meeting of shareholders in a virtual format. I'm here to the bylaws of the corporation, iSLAC as Chairman of the meeting. Purpose of this meeting is to routine Annual Business Corporation, being the receipt of the annual report of Canadian Natural, containing the consolidated financial statements and the report of the auditors, the election of directors of Canadian Natural and the appointment of auditors.

The shareholders will also be asked to consider on an advisory basis a resolution on the corporation approach to executive compensation. Participation in the meeting is a right reserved solely for the registered shareholders of Canadian Natural Resources or the designated proxy holder. A number of people who are not shareholders of Canadian Natural have also joined the Mimics of Eden as observers. I will welcome you as guest of the meeting to follow the proceedings. Andrew and his shareholders are in a position to have questions or matters raised should raise them at the appropriate time.

As this meeting is being held virtually via live webcast, We think it's necessary to set out a few rules for the ordinary conduct of the meeting. First, questions in respect of a motion can be submitted by any registered shareholder or duly appointed proxy holder using the income messaging service of the Lumi virtual interface, please note There'll be a slight delay in the publication of the communication received. 2nd, when asking a question, Please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxy holder. 3rd, for the purposes of the meeting today, voting on all matters will be conducted by electronic valor. Registered shareholders and duly appointed proxy holders will be advised to vote on each business item.

And finally, 4, When you're able to vote, you'll receive a message on the Lumate virtual interface requesting you register your votes. You only have a certain amount of time to do so once the polls are open. With that, we will now proceed with today's meeting. To meet the front part of the meeting, I will move and second all motions. As the timing of the end meeting the shareholders of King Naturals Revive, the meeting will now come to order.

We have asked Mr. Paul Bendy, Vice President, Legal, General Counsel and Corporate Secretary of the Corporation to act as Secretary of Eden, a Computer Trust Share Company of Canada through its representatives to act as scrutineers to complete the votes taken at this meeting and to report thereon. The notice coining this me and our shareholders together with the former proxy, management of the main circular and the audit consolidated transaction statements for the corporation were mailed to the corporation shareholders, the directors and the auditor of the corporation. A declaration as such mailing has been provided by Computershare CutiShare as the corporation's transfer agent and the Secretary will annex the declaration to the meeting of this meeting. Under the bylaws of the corporation, the quorum for the meeting is shareholders person or in present shareholders present in person or by proxy, representing not less than 5% of the common shareholders then.

We are advised that there is a quorum present and we will now propose to proceed with the formal with annual regional shareholders through regulated and propitiate proxy list who have properly logged in with their control numbers or username and wish to vote will be able to see on the screen all motions being brought forward at this meeting. The next item of business is approval of the last annual meeting of shareholder minutes. Last Annual Meeting of the shareholders of the corporation was held also virtually on May 7, 2020. And as there are no matters arising from the last Annual Meeting of shareholders There have been no intervening meetings. I suggest we take the minutes on the last meeting as read and approved.

The next item of business is to receive the report of management, consolidated finance statements of the corporation for the year ended December 31, 2020 and the report of the auditors thereon. All these have been made available to the shareholders and unless there is an objection, we will dispense with the read of the management report, the consolidated finance statements and the audit report. In addition, Mr. John Williamson, who is a partner of the Chartered Accounting firm PricewaterhouseCoopers LLP, the corporation of auditors is also on the line and has agreed to respond to any questions in regards to the audit. Paul, you can confirm if there are no questions submitted.

As there are no questions, we will now proceed with the next item of business being the election objectives. It is now in order to proceed with the election of directors. Pursuant to the Artisan Corporation, the corporation must have a minimum of 3 objectives and a maximum of 15 objectives. It is proposed that at present a total of 11 persons elected as directors at this meeting. 11 director nominees are corporate and agreed to stand for election.

These nominees are as follows: Catherine M. Best, M. Ozafkanen, Murray Edwards, Christopher Alfon Gordon G. Diffin Wilfred A. Gobert Stephen W.

Wrought Timothy S. McKay, Frank J. McKenna, David Tooehr and Annette Vershaier. Are there any further nominations? To have no further nomination, I now declare the nomination closed.

We have been advised that based on the calculations and proxies received, Each of the directors will be elected as a director by majority of the votes cast in the meeting in favor of this election. As such, I now declare the following to do elective directors of the corporation to serve until the next annual meeting of the shareholders of the corporation or until their respective successors have been elected or appointed. Those elected are Catherine Best, Elizabeth Cannon, Murray Edwards, Christopher Fong, Gordon Gippen, Wilf Gilbert, Stephen Wott, Tim McKay, Frank McKenna, David Tour and Annette Brashear. Appointment of auditors is the next item of business. And to authorize the audit committee of the Board of Directors to fix their remuneration.

I am advised based on the calculation of proxies received, the resolution regarding the appointment of PricewaterhouseCoopers LLP and Autonomous Corporation, The Authority Audit Committee for fixed remediation will be approved. The next item is now the vote on executive compensation. We will proceed with the advisory vote on the corporation's approach to executive compensation. Although this is an advisory vote only and not binding on the corporation, the results of the vote will be considered by the conversation between the Board of Directors and determining its approach to executive conversation in the future. Please now submit any question you may have using the Loomite instant messages And Faixin, if you have any questions in regard to this vote.

There are no Sven, is there any questions? There are no questions. Thank you. As there are no questions, we will now continue. The resolution is required to be passed by a simple majority of the votes at the meeting.

I'm advised based upon the calculations received, the resolution regarding approach to executive compensation will be approved by in excess of 97.5 percent of the votes cast. I'm at this point also advised, I want to advise all registered Shareholders and duly approved possible that the electric power to respect any of items above will close will close shortly in 1 minute. Once electric belts closes, the voting will disappear and your votes will automatically be submitted. So I'll just now pause for approximately a minute while we wait to make sure any additional votes are submitted. Thank you.

Given time is now passed, I now declare the polls closed. Given the polls are now closed, I'll ask that the scrutineers will compile the actual final results of the voting on all business matters conducted at the meeting. These results will then be published by the corporation on SEDAR and issued in a formal press release. As there are no further businesses we brought before the meeting and Paul, there's no other questions there's no questions, Paul, so David? No questions have been submitted.

I therefore declare this meeting to be terminated. Thank you very much, everybody. And next year, hopefully, we'll be able to gather in person and We're doing all the friendship, we're taking all the friendships and have some time direct together in which we can talk about the corporation business. And so look forward to seeing all of you next year in person. Thank you very much.

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