Welcome to Cenovus' 2024 Annual General Meeting.
Good morning, and welcome everyone to Cenovus' virtual annual meeting of shareholders. I'm Kim Guttormson , Director of Communications. I'd first like to acknowledge that in our many operating areas, we work on the traditional lands of multiple Indigenous peoples. In Canada, this includes First Nations, Métis, and Inuit, and in the United States, this includes Tribal Nations. We extend our most sincere thanks and respect to the members of these nations. Today, we're holding our shareholders' meeting in a virtual format, which allows a broader base of shareholders to participate, regardless of your location. Before turning the meeting over to Alex Pourbaix, Executive Chair of Cenovus' board, I'll take a minute to explain how the meeting will work. If you are a registered shareholder or duly appointed proxy holder, your information screen displays instructions on how to participate in the meeting, including voting and submitting questions.
Vote and question functionality is available for registered shareholders and duly appointed proxy holders only. All other guests are in listen-only mode. Polling is now open, and voting is displayed on your information screen. If you've already voted, you don't need to take any further action unless you'd like to change your vote. We'll close the polls following the final voting matter. If you are a registered shareholder or duly appointed proxy holder, you may submit questions at any time during the meeting. Select the messaging icon on the information section of the screen and type in a question. Please note that questions related to the business of today's meeting will be addressed during the formal portion of the meeting. To ensure questions regarding voting matters are addressed before we close the polls, we may need to return to earlier agenda items.
Questions that do not pertain to voting matters will be addressed during the Q and A session, which follows the formal meeting and remarks from our CEO. We may aggregate questions that are similar. Any questions of a general nature that we don't address during this meeting will be posted to our website, cenovus.com, in the coming days, and these will include management's responses. I'll now ask Alex Pourbaix, Executive Chair, to call the meeting to order. Mr. Pourbaix.
Thank you, Ms. Guttormson , and welcome everyone to Cenovus' annual meeting of shareholders. Before we start the formal portion of the meeting, I'd like to take a moment to thank you, our shareholders. As you'll hear from our CEO, Jon McKenzie, later, we are staying the course on the strategic priorities that have underpinned our success, continuing to deliver strong operational performance and capture margin across the business. Your continued support and confidence in our strategy and execution is appreciated. I'd like to thank Hal Kvisle, Canning Fok, and Wayne Shaw for their years of commitment to our board. Mr. Fok retired from the board last summer, and Mr. Kvisle and Mr. Shaw have decided not to stand for nomination today. We appreciate their contribution to our success.
Jim Girgulis and Michael Crothers joined the board last fall and are nominated for election today, along with new director nominee Steven Bradley. Now, on to the business of the day. In accordance with Cenovus' bylaws, I will chair the meeting. Colin Ritchie, Assistant Corporate Secretary, will act as Secretary, and Steven Bandola from Computershare Investor Services will act as Scrutineer. The record date for determining shareholders who are entitled to receive notice of and vote at this meeting was fixed on March 6th, 2024. I have been advised by the Secretary that notice of this meeting was properly given and a quorum is present. Accordingly, I declare this meeting properly called and constituted for the transaction of business.
The reading of the notice of meeting will be dispensed with, and I direct the Secretary to include with the minutes a copy of the meeting materials, confirmation of mailing to shareholders, and a report on attendance. I will now call the meeting to order. Jon McKenzie, President and Chief Executive Officer, is here today, along with Keith Chiasson, Executive Vice President and Chief Operating Officer; Drew Zieglgansberger, Executive Vice President and Chief Commercial Officer; Kam Sandhar, Executive Vice President and Chief Financial Officer; Rhona Delfrari, Chief Sustainability Officer and Executive Vice President, Stakeholder Engagement; Susan Anderson, Senior Vice President, People Services; and Gary Molnar, Senior Vice President, Legal and General Counsel. They are all available to answer your questions following the formal portion of the meeting. Also with us today and available to answer questions is Ryan McKay, Assurance Partner at our auditor, PwC .
The rest of the Cenovus leadership team and board members are also joining the meeting but are in listen-only mode. The business of today's meeting is described in the notice of meeting and management information circular dated March 6th, 2024, which were delivered and filed in advance of this meeting. You can find a link to the circular and annual report on the document icon on the information section of your screen, and they can also be found on Cenovus' website and on SEDAR+ , the business of today's meeting is to receive the audited financial statements for the year ended December 31, 2023, and to consider and vote on four items as set forth in page 13 - page 16 of the circular. First, the appointment of our auditor. Second, the election of directors. Third, the non-binding advisory vote on the corporation's approach to executive compensation.
Fourth, the amendment and reconfirmation of the corporation's shareholder rights plan. For efficiency, we have prearranged for Keith Chiasson, Drew Zieglgansberger, Kam Sandhar, Rhona Delfrari, Susan Anderson, and Gary Molnar, all Cenovus shareholders, to move and second the formal business motions. We will now proceed with the formal business of the meeting. The first item of business is to receive the consolidated financial statements and the auditor's report for the year ended December 31st, 2023. The 2023 annual report containing these audited financial statements was delivered to shareholders in advance of the meeting, and a link can be found on the information section of your screen, as well as on Cenovus' website and on SEDAR+ . We'll now move on to the voting items. The polls are still open for voting on the items of business.
As mentioned earlier, voting will be conducted by online polling, and voting options will be visible on your screen if you are a registered shareholder or duly appointed proxy holder. If you have already voted, you do not need to take any further action unless you would like to change your vote. Item one on the agenda is the appointment of our auditor, as set forth on page 13 of the circular. Could I have a motion?
Mr. Chair, my name is Keith Chiasson, and I move for a vote on item one to appoint our auditor.
Thank you, Mr. Chiasson. Is there a seconder for the motion?
Mr. Chair, my name is Rhona Delfrari, and I second the motion.
Thank you, Ms. Delfrari. Are there any questions on the motion?
There are no questions on the motion.
We'll now move on to item two on the agenda, the election of each of the director nominees as set forth on pages 13 and page 14 of the circular, being Stephen Bradley, Keith Casey, Michael Crothers, James Girgulis, Jane Kinney, Eva Kwok, Melanie Little, Rich Marcogliese, Jon McKenzie, Claude Mongeau, myself, Alex Pourbaix, Frank Sixt, and Rhonda Zygocki . There having been no further nominations received in advance of the meeting, in accordance with Cenovus' bylaw number one, I declare the nominations closed. Could I have a motion?
Mr. Chair, my name is Drew Zieglgansberger, and I nominate each of the individuals you have listed, and I move that each nominee be elected a director of Cenovus.
Thank you, Mr. Zieglgansberger. Is there a seconder for the motion?
Mr. Chair, my name is Kam Sandhar, and I second the motion.
Thank you, Mr. Sandhar. Are there any questions on the motion?
There are no questions on the motion.
We will now move on to item three, a non-binding advisory resolution to approve the corporation's approach to executive compensation, as set forth on pages 14 and page 15 of the circular. Could I have a motion?
Mr. Chair, my name is Susan Anderson, and I move for a vote on item three, a non-binding advisory resolution to approve the corporation's approach to executive compensation.
Thank you, Ms. Anderson. Is there a seconder for the motion?
Mr. Chair, my name is Gary Molnar, and I second the motion.
Thank you, Mr. Molnar. Are there any questions on the motion?
There are no questions on the motion.
We'll now move on to item four, the amendment and reconfirmation of the shareholder rights plan, as set forth on pages 15 and page 16 of the circular. Could I have a motion?
Mr. Chair, my name is Rhona Delfrari, and I move for a vote on item four, the amendment and reconfirmation of the shareholder rights plan.
Thank you, Ms. Delfrari. Is there a seconder for the motion?
Mr. Chair, my name is Drew Zieglgansberger, and I second the motion.
Thank you, Mr. Zieglgansberger. Are there any questions on the motion?
There are no questions on the motion.
Online polling is now closed. While we tabulate the results, please enjoy our corporate video.
What do you call a company that explores? A company that innovates? A company that builds? Always looking up? Always looking forward? What do you call a company that has your back and works to get everyone home safely every day? What do you call a company that delivers on its promises? That puts things back the way they found them? A company that invests in our economy and supports the communities where its people work and live? What do you call a company that strives to be a great neighbor? A company with operations around the globe, whose purpose is to energize the world and make our lives better? A company that does it all by producing, refining, and delivering the energy products we use every day? What do you call a company with deep roots and a long, proud history?
A company that's proud of its people and its community? What do you call a company that cares? You call that company Cenovus.
In order for today's resolutions to be passed, the approval by a simple majority of the votes cast by shareholders who voted online or by proxy at this meeting must be received. I have received the Scrutineer's report and confirm as follows. PwC is appointed as auditor of Cenovus as approved by 99.65% of the votes cast by shareholders. Each director nominee is elected to the board. The non-binding advisory vote to accept the approach to executive compensation was approved by 97.8% of the votes cast for shareholders. Finally, the amendments and reconfirmation of the shareholder rights plan was approved by 96.55% of the votes cast by shareholders. I direct the Secretary to file the final S crutineer's report with the minutes of the meeting. Details of the voting results will be filed with securities regulators and included in the news release, which will be issued later today.
The formal business of the meeting is now complete. May I have a motion to conclude the meeting?
I move that this meeting conclude.
Thank you, Mr. Sandhar. I declare the formal business of the meeting is concluded. I now invite Mr. Jon McKenzie, Cenovus' President and Chief Executive Officer, to give his remarks, which will be followed by a question-and-answer session.
Great. Thank you, Alex. On behalf of Cenovus and our shareholders, I'd like to thank you for your contributions as Executive Chair. Your assistance and support as we've transitioned to our new roles with a refreshed board of directors and executive team has been invaluable. As our shareholders will see throughout this presentation, we are staying true to the priorities that have guided Cenovus' success over the past half dozen years.
I would like to bring your attention to the advisory on the screen, which refers to some of the information I'm about to discuss. Additional information about our forward-looking statements and financial information can be found in our first quarter news release, first quarter management's discussion and analysis, and our 2023 annual report. These are all available on cenovus.com under Investors. Before I walk you through our 2023 performance and first quarter results, I want to take a moment to talk about our number one priority this year and every year, safety. In 2023, we achieved a recordable injury frequency of 0.32. While we noted a marked decrease in the potential severity of our incidents, we are always looking for ways to improve. Last year, we safely achieved a number of important milestones. We restarted the refineries in Superior, Wisconsin, and Toledo, Ohio, and advanced our West White Rose project.
We did this without a significant safety incident. Last spring, with unprecedented wildfire activity in some of our conventional assets in northwestern Alberta, we kept our staff and assets safe. I am proud of our teams for the focus on protecting what matters and their commitment to continually improving. Now I'll provide an overview of our progress through 2023 and then share an overview of Cenovus' first quarter results released earlier this morning. Delivering value to shareholders remains a top priority. Our total shareholder return over the past three years has continued to outperform both the TSX Composite Index and the TSX Energy Index. We continue to progress towards our CAD 4 billion net debt target, reaching CAD 4.8 billion as of March 31st, 2024. When we reach CAD 4 billion, we'll begin returning 100% of our excess free funds flow to shareholders, either through share buybacks or a variable dividend.
We have made a minor adjustment to our shareholder framework to improve our flexibility once we achieve the CAD 4 billion, while continuing to strive to pay our target of 100% shareholder returns over time. You can find details in today's news release. Turning to our full year 2023 financial performance, we generated adjusted funds flow of CAD 8.8 billion compared with CAD 11 billion in the previous year. Free funds flow of CAD 4.5 billion was lower than 2022, and net earnings were CAD 6.5 billion in 2022 compared to CAD 4.1 billion in 2023. This was primarily due to higher commodity pricing in 2022, as well as the acquisition and startup of the Toledo refinery and the startup of Superior. Throughout 2023, we continued to demonstrate the strength of our assets. In the upstream, I'll mention a couple of highlights. We continue to advance a number of optimization projects, including the Narrows Lake tieback.
This will allow us to produce our high-quality, low-SOR resource back to Christina Lake processing facility. In our offshore business, the West White Rose project in Atlantic Canada was 75% complete at the end of the year. We also continue to improve our downstream reliability and margin capture. In the last half of the year, we started demonstrating our potential of our downstream, with the Toledo and Superior refineries restarted and our integrated value chain fully operating. You saw this reflected in our improved third and fourth quarter results. Overall, we exited 2023 with our operated U.S. refining business on much-improved footing. In Canadian refining, the Lloyd Upgrader and refinery demonstrated strong and consistent performance. Through the rest of this year, we'll continue to improve our competitive cost structure through our value chain.
Looking at our sustainability performance, we continue to advance the targets in our five environmental, social, and governance focus areas. Notably, in 2023, two years ahead of schedule, we achieved our target of spending more than CAD 1.2 billion with Indigenous businesses between 2019 and 2025, and we're not stopping there. Economic inclusion is an important part of our approach to Indigenous reconciliation, and we continue to look for opportunities to work with Indigenous businesses. We also progressed our other ESG targets last year, including emissions reduction. A new milestone will see us reduce absolute methane emissions from upstream operations by 80% by year-end 2028 from our 2019 baseline, and we continue to advance several carbon capture projects across our operations. We also remain an active partner in the Pathways Alliance, working with five of our peers in the oil sands sector.
Engineering and planning work for the CO2 pipeline continues to advance. In fact, just over a month ago, Pathways began filing regulatory applications for the carbon pipeline with the Alberta regulator. This proposed CCS pipeline is foundational to significantly reducing emissions towards Pathways' goal of net zero emissions from oil sands production by 2050. We continue to work collaboratively with the federal and Alberta governments on the fiscal and regulatory framework the member companies require to proceed with the proposed Pathways carbon capture and storage network. I would note that in other oil-producing jurisdictions such as Norway and the U.S., projects like these are only being built with significant financial support from government. It will take similar co-investment along with a supportive regulatory environment for our industry to be able to make final investment decisions and proceed with this multi-decade, multi-billion dollar project.
As I said, we continue to work with both levels of government on the appropriate framework and remain optimistic that we'll get there. It's important that we get it right, as this project is critical to helping Canada achieve its net zero goals. Now I'll touch on our first quarter results. Over the past three months, we delivered solid operating and financial results. We returned CAD 436 million to shareholders in the quarter. Yesterday, the board of directors approved a 29% increase in the annual base dividend to CAD 0.72 per share. The board also declared a variable dividend of CAD 0.135 per share to be paid in the second quarter. Our upstream assets continue to perform well, averaging 800,000 BOE per day. This reflected increased production from our Lloyd Thermals, offset by the Sea Rose FPSO vessel beginning its planned maintenance.
The Sea Rose left the White Rose field in January for Belfast, and its asset life extension project is underway. We expect to resume production late in the third quarter of this year. In the downstream, our focus on driving improved performance at our U.S. refineries resulted in throughput of 551,000 bbl a day, an increase of about 72,000 bbl a day from the previous quarter. This solid operating performance with improved refining benchmark pricing led to strong financial results in the quarter, with adjusted fund flows increasing to CAD 2.3 billion from CAD 2.1 billion in the fourth quarter of last year. Looking ahead to the rest of 2024, we will continue to invest to support future production growth both next year and beyond. In our downstream business, we will remain focused on reliability and expanding margin capture to fully demonstrate the value of our integrated business model.
We are on track to achieve our net debt target of CAD 4 billion at some time this year, which will trigger the return of 100% excess free funds flow to shareholders. To sum it up, we remain laser-focused on safety. Over the last year, we have further strengthened our balance sheet. We are maximizing our world-class assets, improving the full value chain from our leading in-situ oil sands assets through to our downstream business. We are making progress against our ESG targets and maintaining our position as a transparent sustainability leader. We are generating meaningful shareholder returns. Thank you for your continued support of Cenovus. Now I'll open the floor to questions from registered shareholders and duly appointed proxy holders.
Thanks, Jon. We will now answer questions submitted online. Please click on the messaging icon on the information section of your screen to type and submit your question. We may group questions that are similar in nature for a single response. If we run out of time and don't get to a question, all questions and our answers, including those questions that are not addressed during the meeting, will be posted on Cenovus' website within five business days. Seeing no questions, turn it back to Mr. McKenzie.
On behalf of your board of directors and leadership team, we thank you for attending our annual meeting of shareholders.
Thank you. Welcome to our conference today. Thank you for participating.