Good afternoon, and welcome to the Ensign Energy Services annual meeting. Thank you for joining us in this virtual format. My name is Suzanne Davies, and I'm the Corporate Secretary for Ensign, speaking to you from our head office in Calgary, Alberta. Also present in this virtual format are Murray Edwards, our Chairman, Bob Geddes, our President and Chief Operating Officer, Mike Gray, our Chief Financial Officer, and Nicole Romanow, our Director of Investor Relations. All other current members of our Board of Directors are also in attendance at this virtual meeting. As with any technology platform, unexpected glitches or delays may occur, so please be patient if that happens so that our service providers can address any technological issues. If the background music starts mid-meeting, this means we've encountered an issue, and please just wait patiently while the problem is solved.
Note that the Lumi platform we're using for this virtual meeting works best with the latest versions of the Chrome, Safari, Edge or Firefox browsers. The agenda for this meeting is brief as usual and includes the following items. First, to set the number and election of directors. Second, to appoint the auditors of the corporation for the year. Third, an advisory vote on executive compensation. Instructions on how to ask questions and the voting procedure will be available on your screens once the meeting formally starts. For those shareholders who have already voted by depositing proxies in advance of the meeting, you do not need to vote during this meeting unless you'd like to change your vote. Registered shareholders who have not submitted a proxy and wish to vote their shares or who wish to change their vote may do so by following the instructions on your screen.
Duly appointed and registered proxy holders may also vote now. Again, please follow the instructions on your screen. Note that there is a small delay between the act of voting and the receipt by the system of those votes. Due to this delay, we will be opening voting on all agenda matters momentarily and keep them open until the termination of the meeting. Votes can be cast at any time prior to the closure of voting. If you have any questions relating to the matters coming before this meeting, registered shareholders and duly appointed proxy holders can type questions in the message section once it opens during the discussion period. We will do our best to answer questions during the meeting.
However, if we're unable to answer all questions or if your question is one that is best answered in a one-on-one format, Nicole Romanow, our Investor Relations Director, will be in touch with you following the meeting to address your question using the email address you provided when you logged in. With that, we will commence the formal business of the meeting. Voting will now open on all resolutions. Mr. Edwards, please call the meeting to order.
Thank you, Suzanne. The meeting will now come to order. Ms. Davies will act as Corporate Secretary of the meeting, and Marina St. Denis and Shannon Emerson of Computershare Trust Company of Canada will act as scrutineers. I can confirm they are also in attendance at this virtual meeting. We confirm that we have received an affidavit from Computershare confirming the mailing of the Notice of Annual Meeting, Information Circular, and Instrument Proxy to registered shareholders of the corporation as of the record date. We direct this affidavit, together with copies of documents mailed to shareholders, be kept by the Corporate Secretary with the minutes of this meeting.
In terms of the meeting being regularly constituted, under Ensign's bylaws, business is allowed to be transacted at this meeting if two persons are present, holding or represented by proxy, not less than 25% of the total number of issued shares of the corporation entitled to vote at the meeting. The scrutineer's report has been received, and it shows that there is a required quorum of shareholders present at the meeting. Once again, a copy of the scrutineer's report will be kept by the corporate secretary with the minutes of the meeting. As such, this meeting is therefore regularly called and properly constituted for the transaction of business. It should be noted that all the resolutions presented at the meeting today are ordinary resolutions which require approval by a majority of the votes cast at the meeting.
Prior to this meeting, management of the corporation received proxies from the holders of 55.9% of the eligible shares attached to the outstanding voting shares of the corporation. As such, for meeting efficiency, certain members of management, Ensign, who are also shareholders of the corporation, have been asked to move or second the motion presented. We now move to the formal business of the meeting. The first item of business is the presentation of the financial statements of the corporation for the fiscal year ended December 31st, 2021, and the auditor's report thereon. A copy of the year-end financial statements has been mailed to each registered shareholder who requested one by mail, and these documents are also available on our website and on the SEDAR website.
In terms of matters of new order, the next item of business is setting the number of directors to be elected at 10. I ask the designated movers and seconders to move and second this motion. Do we have a motion in that regard?
I move that the number of directors to be elected be set at 10 directors.
Are you a shareholder, Mike?
Yes, I am.
You wanna buy some more shares, Mike?
I continue to purchase shares.
Oh, good. Do I have a seconder?
I second the motion.
You own shares, Nicole?
I do.
Did you buy some last year?
I did.
Well, good. Smart woman. Okay, the investors. The motion has been duly moved and seconded. I'll just briefly pause to see if there's any questions. Any questions being requested, Nicole?
No questions at this time.
Okay. Therefore, all shareholders who intend to vote this meeting, please go ahead and do so now on the virtual website. We will address the results of this vote towards the end of the meeting. The next item of formal business is the election of directors. For over a decade, the Board of Directors has had a majority voting policy for the election of directors. Details regarding this voting policy can be found on page 25 of the corporation's March 18, 2022 information circular. We now entertain a motion for the directors of the corporation. Again, the designated movers and seconders could please move and second this motion.
I nominate the following individuals as directors of the corporation to hold office until the next annual election of directors or until their successors are elected or appointed, subject to the provisions of the Business Corporations Act and the bylaws of the corporation. Gary Casswell, N. Murray Edwards, Bob Geddes, Darlene Haslam, James Howe, Len Kangas, Perry Luggen, John Schroeder, Gail Surkan, and Barth Whitham.
I second the nominations.
Thank you, Michael. Thank you, Nicole. The motions have been moved and seconded. Is there any questions or comments in this regard, Nicole?
No questions at this time.
Okay, thank you. Just briefly, I'd just quickly like to say, our Board is, well, the corporation is blessed with a very strong Board. A number of individuals have been in the drilling industry in past careers, or legally or as general counsel in the industry or in the energy industry on a global basis, and they provide a lot of knowledge and support to management on a regular basis, not just at Board meetings, but in between Board meetings. In addition, I would like to note today that this is the first meeting in which our most recent appointment, and in between our annual meetings, the Board appointed Darlene Haslam.
Darlene Haslam is a chartered accountant by training, but has been on a number of Boards and is active also in the children's community as a member of the Alberta Children's Hospital Foundation, and has had associations with the oilfield services in the past. This is the first meeting we're actually bringing Darlene forward for the shareholders for a full vote. Welcome to the Board, Darlene. I know that you'll bring lots of skills and capabilities to the Board. With that, we will then get the final votes towards the end of the meeting at the results, and in turn, the final results of the directors will also be disclosed in a report to be filed with securities regulators on SEDAR shortly after the meeting.
However, I can confirm, based upon the proxies we received, we expect the vote totals in favor of election of each director will be in excess of 96%. As such, those nominated are duly elected directors of the corporation to hold office until the next annual election of directors or until their successors are elected or appointed, subject to the provisions of Business Corporations Act and the bylaws of the corporation. Also, based on results, we can also confirm that no nominating director will have more than 50% of the votes withheld from voting for his or her election. The next item of formal business is the appointment of auditors. Again, if the designated movers and seconders could move and second the motion, that would be appreciated.
I move that the firm of PricewaterhouseCoopers LLP, Chartered Accountants, be appointed auditor of the corporation until the next annual meeting or until their successors are appointed, and that the Board of Directors be, and hereby authorized to fix their remuneration.
I second the motion.
You second the motion. Is PricewaterhouseCoopers giving us compensation for branding and promotion on this screen here, Mike? The logo up there.
I'll have to discuss it on next remuneration.
Okay, that's good. Okay. Thank you. The motion has been moved and seconded. Nicole, once again, any questions?
There are no questions at this time.
Thank you, Nicole. All shareholders who intend to vote at this meeting, please go ahead and do so now. We'll again address the results votes at the end of the meeting. The next formal part of the business is the advisory non-binding shareholder vote on the corporation's approach to executive compensation. We look here for the designated movers and seconders in that regard.
I move on an advisory and non-binding basis that the shareholders of Ensign accept the approach to the executive compensation disclosed in Ensign's information circular dated March 18th, 2022 .
I second the motion.
Thank you, Michael. Thank you, Nicole. The motion has been moved and seconded. Any questions on this issue then, Nicole?
No questions at this time.
Thank you. Based on the proxies received, I can confirm there will be a majority of votes cast in favor of this advisory non-voting vote on executive compensation. Once again, accordingly, this resolution has been passed. At the conclusion of the formal business of this meeting, voting will be closed on the virtual platform momentarily. If anybody has not yet voted, please submit their voting now. With that, I now confirm voting is closed. Just to summarize, we have confirmed that we've been advised by the scrutineer that all resolutions have been approved by more than the requisite majority and that those nominated have been duly elected directors of the corporation.
Accordingly, we declare the motions above carried and the nominees to the Board of Directors elected. Once again, the scrutineer's report of the ballot be annexed to the minutes of this meeting. In addition, we will post the final detailed voting results on SEDAR. I now request a motion that the formal portion of the meeting be terminated. A motion in that regard?
Moved.
Thank you, Michael. With that, the formal portion of the meeting is now terminated. The final voting results will be posted on SEDAR by the close of business on Monday. With that formally concludes the meeting. Nicole, unless there are any other general questions that have come in, Nicole?
There are no questions that have come in.
Okay. Thank you, Nicole. Just in closing, I would like to thank all of our Board, management team, and employees for their commitment, not just over the last year, but over the last two and a half years. COVID has obviously had an impact on every business and all individuals, and our company was no less than other ones impacted by it.
I can tell you that our employees and management team worked tirelessly to try to safeguard our employees and continue the business the best they could in the context of the challenging situation. We hope that this is our last virtual meeting and that we next year return to meeting in person and have opportunities to say hello to all of our shareholders in person. With that, I will now move to terminate the meeting, Suzanne.
Thank you very much, Mr. Chairman. I believe that our service provider will now be terminating the meeting. Thank you.