Extendicare Inc. (TSX:EXE)
Canada flag Canada · Delayed Price · Currency is CAD
29.90
+0.29 (0.98%)
Apr 27, 2026, 4:00 PM EST
← View all transcripts

AGM 2023

May 29, 2023

Alan Torrie
Chairman, Extendicare

Thank you for joining us this morning at the 2023 annual meeting of Extendicare's shareholders. Before we begin, we acknowledge the land we are meeting on is a traditional territory of many nations, including the Mississaugas of the Credit, the Anishinabek, the Chippewa, the Haudenosaunee, and the Wendat people, and is new home of many diverse First Nations, Inuit, and Métis peoples. We also acknowledge that Toronto is covered by Treaty 13 with the Mississaugas of the Credit. Thank you. I'm happy to greet you all here in person. This is our first shareholder meeting of this nature since 2019. I am Alan Torrie.

I'm the chairman, and joining me today at the podium are Michael Guerriere, your President and Chief Executive Officer, David Bacon, your Senior Vice President, Chief Financial Officer on the far end, and John Toffoletto, who is our Senior Vice President, Chief Legal Officer, and Corporate Secretary. Also here with me today are my fellow directors, Norma Beauchamp, Sandra Hanington, and Brent Houlden. Those participating from the board online are Donna Kingelin, Alan Hibben, Samir Manji, and Al Mawani. With that, I'm about to commence the formal business portion of our meeting. Before we do so, I would like to remind you that our remarks today, including answers to your questions, may contain forward-looking information. By its nature, this information contains forecast, assumptions, and expectations about future outcomes, which are subject to the risks and uncertainties discussed more fully in our public disclosure filings.

I'll now call the meeting to order. I will act as chair of today's meeting, and I'll ask that John Toffoletto act as secretary of the meeting. For the purposes of today's meeting, I appoint Computershare Trust Company to act as scrutineer through its representatives, José, Koffi Berg and Roxanne Prasad. We are constituted this morning as the annual meeting of the shareholders of Extendicare Inc. Under the articles of the company, the common shares have attached to them a single vote per share. In order to facilitate the proceedings for today's meeting, I will present and move the proposals related to the items of business identified in the notice of the meeting. This is in no way intended to influence or discourage any comments or questions from the floor.

On the contrary, should any shareholder or duly appointed proxyholder wish to speak on any matter, please do so. In that regard, I would ask that shareholders or proxyholders identify themselves by stating their name prior to speaking. If you have a question that relates to a specific motion, please ask it at the time that the matter of the business is before the meeting. Any questions that are not in respect of a particular motion should be asked during the general question and answer session following the formal business of the meeting. We will now proceed with the formal business of the meeting. The secretary has provided me with a declaration affirming that the notice of this meeting was properly given to all shareholders entitled to receive notice and was accompanied by the management information circular and form of proxy or voting instruction form.

Accordingly, with the consent of the meeting, the reading of the notice of this, of the meeting will be dispensed with. The preliminary scrutineer's report on common share representation at the meeting has been received, and it shows that there are more than 25% of all outstanding voting shares present, and therefore, a quorum is present. A final report will be prepared following the meeting. I therefore declare the meeting regularly called and properly constituted for the transaction of business. I direct the secretary to attach the declaration of mailing and the scrutineer's final report to the minutes of this meeting. We will now proceed with the first item of business, which is the presentation of the consolidated financial statements of Extendicare for the year ended December 31st, 2022, and the report of the auditors thereon.

A copy of the 2022 annual report containing the financial statements and auditor's report was mailed to each shareholder that requested a copy. This report was also filed on SEDAR and posted on our website. Apart from presenting the financial statements, no further action is required to be taken by the shareholders on these financial statements. David will be pleased to deal with any questions you may have at this time concerning financial statements. If a shareholder or proxyholder has a question, would you please rise, and if possible, use one of the mics provided? I would also ask that before you begin, you please indicate whether you are a shareholder or a proxyholder and state your name. I'm going to pause if there's any questions. Okay, great. We'll carry on. I'll proceed now with the next item of business, which is the appointment of Extendicare's auditors.

As indicated in the management information circular, KPMG LLP are the present auditors of the company. The Board, on advice of the audit committee, recommends their reappointment. Therefore, I move that KPMG LLP be appointed as auditors for Extendicare at such remuneration as shall be fixed by the board until the next annual meeting of the company. As a proxy holder, I am advised that sufficient votes in favor of this motion were cast prior to the meeting. We will now proceed to vote by show of hands. All those in favor, please raise your hand. Any opposed? I see none. I declare the motion carried. Thank you. I will now proceed with the next item of business, which is the election of directors for the ensuing year.

All nine directors are standing for re-election, and the number of directors to be elected today has been fixed at nine by the Board. The nominees for election as directors, in addition to myself, are Norma Beauchamp, Michael Guerriere, Sandra Hanington, Alan Hibben, Brent Houlden, Donna Kingelin, Samir Manji, and Al Mawani. There having been no further nominations received in advance of this meeting, in accordance with Extendicare's advance notice bylaw, I declare the nominations closed. I move that each of the individuals so nominated be elected as directors of Extendicare to hold office until the next annual meeting of the company or until their respective successors are elected or appointed. The vote for this item of business will be conducted by ballot. The scrutineers distributed ballots to shareholders and proxy holders as they entered the meeting. The ballots for this items are green.

If you have already voted by proxy and did not revoke your proxy prior to the commencement of this meeting, you should not cast a ballot. If you have not received a ballot and require one, please raise your hand. I will now instruct you on the completion of the ballot. In the space provided on the ballot, please inscribe an X to indicate whether you are voting for or against, as the case may be. Please sign and print your name at the bottom of the ballot. When you are finished, please hold up the completed ballot for collection by the scrutineers. I'm going to pause while ballots are completed and collected, if there are any. Are there any ballots that have not been collected? Seeing none, there are no more ballots to be cast. I declare this poll closed.

Okay, the last scheduled item of business is an advisory resolution on the board of directors' approach to executive compensation, commonly called say on pay. This is an advisory vote, the results of which are non-binding. However, it gives shareholders an opportunity to provide important input on the company's executive compensation practices. The board, and in particular, the Human Resources Committee, will consider the outcome of the advisory vote as part of its ongoing review of executive compensation and when considering future compensation policies, procedures, and decisions. At this time, I would invite you to ask questions with respect to the company's approach to executive compensation. If you do have a question, please raise your hand, and if possible, use one of the mics provided. I don't see anybody who's going to raise a question. There being none, I would like to move on.

I move on an advisory basis, and not to diminish the role or responsibility of the board of directors, that the shareholders accept the approach to executive compensation disclosed in the company's management information circular, delivered in advance of this meeting to shareholders. For your information, I've been advised by the scrutineer that based on the proxies received in advance of the meeting, we received votes in favor of this item of business from at least 95% of the votes that may be cast at the meeting. Accordingly, we now proceed to vote by show of hands. All those in favor, please raise your hand. Any opposed? None. I declare the motion carried. In respect to the election of directors, I have been advised by the scrutineer that the ballots and proxies deposited for this item of business have been voted in favor of the resolution.

As such, I declare that the proposed director nominees have been duly elected to hold office until the next annual meeting of shareholders, or until they resign, or their successors are duly elected or appointed. The exact number of votes cast in respect of this and all matters will be announced by way of a press release and filed on SEDAR, as well as made available on our website. Having completed all the business for which this annual meeting of shareholders was called, I move and declare the meeting to be terminated. On behalf of the management and the board, I'd like to thank you for your strong show of support, your interest, your continued loyalty by attending today's meeting.

All that out of the way, I'd like to proceed with some remarks about Extendicare, about the business, about the company, about its people, and about all of you, the shareholders. I'll make some brief comments regarding the past year and the board's ESG highlights before handing it over to Michael. In 2022, Extendicare remained focused on providing high-quality care for our long-term care residents and home health care clients. While outbreaks continued to be a challenge for those in our care, their families, and our caregivers, the incredibly dedicated and professional team at Extendicare, along with the widespread adaptation of vaccines, helped make COVID-19 outbreaks shorter and less harmful to our residents in a way that improved the quality of life of our people and our care every day.

Fortunately, we are seeing signs that the pandemic is transitioning now to endemic status, and we've been able to resume more social interaction in our homes. This is an important change that helps support the emotional well-being of those we care for. The protocols previously in place to prevent transmission also resulted in higher levels of isolation. Although we worked hard to reduce negative impacts wherever possible, nothing is a replacement for the interaction, activities, and programs that help those in our care live a vibrant life. As we ease restrictions in line with the government guidance, we know it is a delicate balance between protecting residents and staff and encouraging activity, and we will carefully manage this approach to ensure the best outcome for all those who live and work in our homes.

2022 is also a year of progress, and this was evident in the advancement of the strategic transformation of our business to accelerate growth and enhance shareholder value. During the past year, we completed the milestone sale of our retirement living communities, directing funds from that transaction to advance our long-term care redevelopment program, as well as other growth initiatives, and to return value to shareholders through our share buyback program. Last year, we purchased approximately 5 million shares, returning CAD 35 million to shareholders. The care needs of the aging demographic will require steady growth in long-term care and home health care in the coming years. The pandemic has frustrated capacity growth for the past three years, and its ongoing economics impacts have delayed a return to normal operations.

Fortunately, as the pandemic recovery continues and economic trends moderate, we believe Extendicare is well positioned to execute its growth and transformation agenda. In 2022, we advanced key strategic agreements with Revera and Axium Infrastructure, which add beds to our managed services portfolio, increases our management interest in 24 homes, and enables a more capital-efficient business model for our existing redevelopment plans and potential future acquisitions. Michael will speak more to this advancement of our redevelopment in a minute. I would like also take a moment to highlight some of our ESG advances and progress we have made that were included in this year's management information circular. This spring, we were pleased to share our second annual environmental, social, and government insight, which highlight advancements made in the areas of critical importance for the long-term care and home health care communities.

Additionally, we are pleased that ParaMed retained its status as a nationally accredited home health care service provider with exemplary standing, the highest level of performance an organization can achieve by Accreditation Canada. This designation reflects the efforts of our dedicated team members, our high-quality programs, and our commitment to service excellence. We're also proud to announce that we were recognized for the second consecutive year by The Globe and Mail through the 2023 Women Lead Here list of companies that exceed the benchmark for executive gender diversity in corporate Canada. We continue to work hard to ensure that Extendicare benefits from the full range of talent available to us from across the diverse cultural fabric that characterizes Canadian society today.

Additionally, in 2022, we supported a research project to increase awareness of the challenges facing gender diversity in workplaces outside of our organization. By participating in this initiative, we hope to help women of all cultural backgrounds overcome these challenges and rise to their full potential. In this year's annual report card, the project found that in comparison to all industries included in the study, representation of women at leadership levels at Extendicare is more than 23% higher than the average. As we have seen over the past three years, the health sector continued to face system-wide challenges that were amplified by the ongoing COVID pandemic. We remain focused on what we can do today to make life better for those in our care.

At the same time, we also have our eyes on the road ahead, how we can be a significant part of the solution to create more capacity and strengthen care quality for the growing number of seniors and individuals who will need our services and support in the future. In the year ahead, we look forward to continued partnership with our residents, their families, patients, clients, and our team members to help people live better. I encourage you to read the ESG Insights to find out more about our continued work as part of our national multi-year improving care plan to reimagine seniors' care in Canada.

On behalf of the Board, I want to thank all of our dedicated team members across the organization, those that are here and those that are listening in today, our talented management team, our advisors, and all of you for your continued support of Extendicare as we continue to serve communities across Canada. Now, it's my pleasure to introduce Extendicare's CEO, Michael Guerriere, who will provide some remarks and conduct the general question and answer period. Thank you very much. Over to you, Michael.

Michael Guerriere
President and CEO, Extendicare

Thanks, Alan. Good morning. Unbelievably, this is the fourth AGM that I begin remarks by talking about the pandemic and its impact on the organization. As Alan outlined, although COVID-19 remained a challenge last year, 2022 was also a year of much progress, setting the stage for a recovery in this year, which we started to see in our Q1 results. As Alan mentioned, we continued to experience high rates of community infection despite widespread adoption of vaccines all last year. Although serious illness was much less frequent in those who were vaccinated, the sheer number of cases in the community continued to put stress on the health system and drove continued spending on COVID-19 prevention and containment.

I do want to take this opportunity to express my deep gratitude, as Alan did, to all of the care professionals across our organization, whose steadfast efforts over the last three years have helped to keep our residents and clients safe. I also extend my sincere thanks to the many teams who support those frontline staff behind the scenes for their unwavering commitment to our mission to help people live better. Post-pandemic, the health system is showing signs of strain. Seniors' care operators are struggling to meet demand, in turn, putting pressure on hospitals that are trying to address backlogs that accumulated over the past three years. All this is happening as we face an unprecedented demographic challenge. The first wave of baby boomers is just starting to reach 75.

The care needs of our aging demographic will necessitate steady growth in both long-term care and home care in the coming years. To meet these growing needs, last year, we launched a strategic transformation to expand our services using a less capital-intensive approach. When we welcome Revera's long-term care homes into our organization in the coming months, we will be the largest provider of long-term care in Canada. Together with our capacity to care for more than 75,000 Canadians in their own homes through ParaMed, we're uniquely positioned to provide seniors care wherever it is needed. Those agreements with Revera and Axium Infrastructure will result in Extendicare operating an additional 56 long-term care homes in Ontario and Manitoba, adding approximately 7,000 beds to our higher margin Managed Services Segment and acquiring a 15% managed interest in 24 of these homes in a joint venture with Axium.

The joint venture structure also gives us a more capital-efficient business model for replacing our older homes and the means to grow through new long-term care greenfield builds and acquisitions. We anticipate being able to close both transactions in Q3, marking a key milestone for Extendicare. In late 2022, our redevelopment program in Ontario received a much-needed boost when the government announced a time-limited enhancement to the capital funding program. The enhanced subsidy enabled us to announce the start of construction on our new 256-bed Peterborough home just a few weeks ago. Together with our Sudbury, Kingston, and Stittsville projects already under construction, these four homes will replace 834 Class C beds with 960 new long-term care beds.

We're targeting to break ground on two or three additional projects later this year, pending results of construction tenders and receipt of the necessary regulatory approvals. We are also working to ensure that our long-term care services bridge gaps in care faced by those with special needs. The Alzheimer Society of Canada projects that the number of Canadians living with dementia will triple over the next 30 years. This is a group that requires very specialized care for residents that have complex needs. In partnership with the Scarborough Health Network, we opened a behavioral support unit at our Rouge Valley Long-Term Care Home. In this setting, specialists provide enhanced care for residents with a primary diagnosis of dementia, who can no longer be cared for safely in other settings. Programs like this will be increasingly in demand in the coming years.

We also doubled the capacity of our transitional care unit in partnership with The Ottawa Hospital, which is helping hundreds of people successfully transition from hospital into long-term care or directly back into their own homes in the community. Turning to home health care, it was good to see ParaMed return to growth at the end of 2022, as pandemic-related attrition and absenteeism receded. While labor market shortages remain a significant challenge, our retention and recruiting programs have enabled volume growth that has continued into this year. The home care sector is receiving much-needed attention from governments across Canada. It's clear that both home care and long-term care will have to grow substantially to meet the needs of the aging demographic.

For example, in its 2023 spring budget, the Ontario government announced that it is accelerating a $569 million investment in home health care, including $300 million allocated this year for rate increases and staffing supports. While the timing and exact details have not yet been announced, this funding will help us meet the growing needs for home health care services across this province. Our managed services continue to grow and grew throughout the pandemic. The pending addition of the Revera long-term care portfolio will substantially increase the size of our managed services segment. Through the Axium partnership, we will transition our redeveloped long-term care homes into a less capital-intensive joint venture structure, thereby growing higher margin revenues in our managed services segment. We know that the quality of care is all about our people.

Our success in delivering seniors care depends on a motivated, well-trained, and highly engaged team of care professionals. Accordingly, we continue to build supports for our staff to ensure that they have the tools and resources they need to focus on our residents and clients. To that end, we're shifting more of our care team to full-time roles to improve engagement and retention. Last year, we launched a pilot program in partnership with the Service Employees International Union to add more full-time positions for registered practical nurses. This approach proved very popular, and we are working to expand this program across the organization. Also, our National Care Champion program continues to recognize the exceptional care provided by our team members across Extendicare and ParaMed.

Every quarter, we receive hundreds of nominations from families, residents, and from staff peers to celebrate those that go above and beyond to improve the quality of life for those in our care. Before I conclude, I'll take a few minutes just to talk about my renewed sense of optimism about Extendicare's future as we come out of the pandemic. We expect to see growth across all of our business segments in the coming quarters. In Q1 of 2023, we saw margin improvements in both long-term care and home health care. The rate increases we have received in long-term care helped mitigate the impact of inflationary pressures, and although there's still a gap between rate increases and higher costs, work is underway to mitigate those cost pressures.

In ParaMed, we re-achieved 6% volume growth year-over-year in Q1. We continue to enhance and strengthen our recruiting and retention programs. In our managed services segment, we see excellent performance, and our group purchasing segment stands to benefit strongly from Revera homes as they join us when that transaction closes. We're optimistic that we'll close our strategic transactions with Revera and Axium shortly. We'll break ground on several new redevelopment projects this year to replace old homes and add new beds. We've reemerged from the pandemic with a clear strategy that leverages our scale and expertise to deliver high quality long-term care and home healthcare services using a less capital intensive and higher margin business model. This bodes well for our ability to enhance shareholder value on a consistent basis in the coming years.

As the pandemic recedes, the growing need for long-term care and home healthcare services is clear. Recent provincial budget announcements of major investments in home healthcare and long-term care are helping to return us to historical levels of performance, supported for the first time by new funding at the federal level. Extendicare is ideally positioned to expand to meet the demographic challenge. I want to add my thanks to Allen's for the support of our strategic partners, our shareholders, and for everyone present for your continued support and belief in our growth potential as we continue to serve communities across Canada. I'd like to direct your attention to a short video that highlights how our leaders at Extendicare embrace challenges, build partnerships, and make a difference in the lives of those in our care.

Dolly Kunji
Administrator, Extendicare Mississauga

Living the vision of helping our people live better, that's very important to us. My name is Dolly Kunji. I am the administrator for Extendicare Mississauga. My father was in the medical field, so I followed suit and became a nurse in long-term care. The residents, we become a family, and that's where you get your fulfillment.

Speaker 4

I started off as a PSW. From there, I went up the ladder and an RPN, registered practical nurse, then when I did my clinical into the geriatric field, I fell in love with it.

I started Extendicare as a recreation aide, and when I started working, and I'm like, "You know what? I think this is the job for me." Just make the residents happy here, putting a smile on their face, working with them.

I started working as a frontliner in Extendicare Mississauga for 10 years, I continue my RN. After I received my certificate, Dolly awarded me an assistant director of care position.

I look forward coming to my work, working with the seniors. It's very joyful to seeing a smile on their face. They feel that energy. They always say: "Oh, it's so nice to see you.

I have a team that builds from the front line. You know where your team is struggling, or you know where their strengths are. A good leader is a leader, places our staff strategically and let the team takes the lead.

We all are leaders.

We all take turns leading.

I'm a role model. That is one of the characteristic of being a good leader.

The future of long-term care, I'm hoping that we can attract staff to see how beautiful long-term care is.

What I would say to the young person that's taking a career in here is just listen to the seniors. Just talk to them, be their friend with them.

For any career, it doesn't matter if it's nursing, have a passion and work towards it. Everything is achievable.

Michael Guerriere
President and CEO, Extendicare

I've watched that about 10x , and it inspires me and gets me excited every time I watch it. We mean it when we say that despite all of our discussion about building new buildings and investments, that's what we're all about. It's really our people that drive our organization, and the fact that we've come through the pandemic with the energy level and engagement that we have is really an inspiration to all of us on the board and in management. That concludes the formal part of our presentation today. Certainly we'd be pleased to respond to any questions from our shareholders or proxy holders. If you have a question, just please rise and use the microphone.

Just a reminder, please state your name and whether you're a shareholder or proxy holder, if you do have a question. I'll pause to see if there are any. All right, well, I trust that people will stay after, and certainly happy to answer any informal questions that you might have at the end of the meeting. Thank you all for attending our first in-person meeting since 2019. It's really glad to be back with everybody in person. Thanks very much for coming this morning.

Powered by