Hello, welcome to the Annual General and Special Meeting of Shareholders of Galiano Gold Inc. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer, and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consents for the disclosure, recording, transfer, and use of such personal information from all appropriate persons before your disclosure. It is now my pleasure to turn today's meeting over to Matt Badylak, President and Chief Executive Officer. Mr. Badylak, the floor is yours.
Thank you, operator. Ladies and gentlemen, welcome to the 2023 Annual General Meeting of Shareholders of Galiano Gold. I'm Matt Badylak, President and CEO of the company, and with the consent of the meeting, I will chair this Annual General Meeting. Also in attendance with me is the company's Chief Financial Officer, Matthew Freeman. We'll first conduct the business of the meeting, and once that is concluded, I will be happy to make myself available for any questions from registered shareholders or duly appointed proxy holders who are attending the call. Please note that if you are attending the call as a guest, you'll not be able to ask questions following the formal portion of the meeting. Unless there are any objections, I'll appoint Greg Smith, Corporate Secretary for the company, to act as Recording Secretary of the meeting.
With the consent of the meeting, I'll also appoint Diana Hickensteininger of Computershare Investor Services, Inc, the company's transfer agent, to act as scrutineer for the meeting. Hearing no objections, I will now provide some procedural information regarding the meeting. The company is holding the meeting in a virtual-only format. Shareholders will have the opportunity to participate and vote at the meeting through Computershare's online meeting platform. Voting on matters before today's meeting will be conducted by the following procedure. Voting on all matters will be conducted by electronic ballot through the online system. Only registered shareholders and duly appointed proxy holders who have properly logged in with their 15-digit control number or invitation code will be able to vote on each business item. To vote, simply click on your choice of "For," or "Withhold," or "Against" as applicable.
A confirmation message will appear to show your vote has been received. To change your vote, simply change your selection. Votes you have submitted on each polling item at the time the poll closes will be recorded. Totals in favor or against, or withheld, as the case may be, for each resolution item will be tallied by the scrutineer once the voting is completed, and the chair will report on the preliminary outcome of all motions at the end of the meeting. We remind you that if you are a registered shareholder and you have already voted by proxy, unless you wish to change your vote, you do not need to vote again. Those in attendance who have registered as guests are not able to move motions, submit any questions, vote, or take any other actions.
You may vote on the online platform by clicking the Vote button once the polls open to cast your vote. Once the polls close, your vote will automatically be submitted, and the resolution will reflect Close on the virtual meeting site. For efficiency, we'll be opening up all polls on the matters that will be voted on at the beginning of the meeting once a quorum is established, and we'll close these polls after the last matter has been dealt with. Questions or objections in respect of a motion can be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service of the online interface. Please note that there may be a slight delay in questions being submitted to us.
If you feel you do not have enough time, please indicate that you have a question using the instant messaging service, and we'll pause the meeting until you've had an opportunity to ask your question. Although questions can be submitted throughout the meeting, I encourage you to submit your questions early and one at a time. They will be addressed at the appropriate time during the meeting. Only questions on topics related to today's subject matter will be addressed. We request that questions are kept short and to the point. There'll be a more general Q&A session after the formal business of the meeting is complete.
To expedite the meeting in accordance to the articles of the company, I will move motions and no motions, no motion needs to be seconded. I now ask that this Annual General Meeting come to order. Now, Mr. Smith, do we have a quorum?
Yes, Mr. Chair. Chairman, I confirm that I have received a scrutineer's interim report indicating that we have no shareholders represented in person, and we have 88 shareholders represented by proxy, representing 156,186,139 shares. This represents 69.43% of the issued outstanding shares of the company, and therefore I confirm that we do have a quorum.
Thank you for that, Greg. Please take notice of this meeting and declaration of mailing.
Tabled.
The notice of meeting and all proxy-related materials were mailed to shareholders in accordance with the company's articles and applicable laws. I have an affidavit as to such mailing, which is available for inspection by any shareholder. In view of this, unless there is an objection, we'll dispense with the re- reading of the notice of the meeting. With the notice of the meeting having been given in accordance with the articles and applicable law and a quorum being present, I declare this meeting to be duly called and properly constituted for the transaction of business. The polls are now open. The minutes of the last Annual General Meeting, held on June 2nd, 2022, are filed in the minute book and available for inspection.
Unless there is an objection, I will dispense with the reading of the minutes of the last Annual General Meeting of the company. Seeing none, the minutes of the last Annual General Meeting of the company will be taken as read and approved. I now submit the company's audited financial statements for the financial year ended December 31st, 2022, the auditor's report thereon, and the related Management Discussion and Analysis, which together constitute the company's annual financial statements. The company's annual financial statements were mailed to all shareholders requesting a copy, and they are available on SEDAR at www.sedar.com, or upon request made to the Chief Financial Officer and Corporate Secretary of the company. Unless someone specifically requests, the auditor's report will not be read at the meeting.
I declare that the audited financial statements of the company for the financial year ended December 31st, 2022, the auditor's report thereon, and the related management discussion and analysis, are received by the shareholders and accepted as presented. The next item of business is to set the number of directors for election at the meeting at six, as described in the Management Information Circular for the meeting. I now move that the number of directors be set at six. As there are no registered shareholders present, I'll move on with the next item of business. As noted earlier, preliminary voting for all resolutions will be summarized at the end of the meeting. I will now do that. At the end of the meeting, sorry. The next item of business is election of directors for the ensuing year.
The number of directors to be elected to the board to hold office for the ensuing year is now set at six. On behalf of the management, I nominate the following six persons for election to the board for the ensuing year: Paul N. Wright, Michael Price, Judith Mosely, Dawn Moss, Greg Martin, and myself, Matt Badylak. Each of the persons nominated was named in the Management Information Circular prepared for this meeting and has consented in writing to act as a director. The articles of the company include advanced notice provisions, and no further individual was nominated for the position of director in accordance with the articles. Accordingly, management's nominees proposed for election, as set out in the information circular prepared for this meeting, are all the director nominees.
I will now pause and ask shareholders and proxy voters present to vote on the election of directors if you have not already done so. The next item of business is to approve amendment of the Share Option Plan, as described in the Management Information Circular for the meeting. I now move that amendment of the Share Option Plan be approved. The next item of business is to approve the Unallocated Entitlements under the Share Option Plan, as described in the Management Information Circular for the meeting. I now move that the Unallocated Entitlements under the Share Option Plan be approved. The next item of business is to approve amendment of the Share Unit Plan, as described in the Management Information Circular for the meeting. I now move that the amendment of the Share Unit Plan be approved.
As noted earlier, preliminary voting results for all resolutions will be summarized at the end of this meeting. The next item of business is to approve the Unallocated Entitlements under the Share Unit Plan, as described in the Management Information Circular for the meeting. I now move that the Unallocated Entitlements under the Share Unit Plan be approved. The next item of business is the appointment and the remuneration of the auditor for the ensuing year. I now move that EY LLP Chartered Accountants be appointed auditor of the company to hold office until the close of the next Annual General Meeting, and that the board of directors of the company be authorized to fix the auditor's remuneration. Our last item of formal business is the company's advisory vote on the company's approach to executive compensation. Without further ado, I present the resolution.
Be it resolved that on an advisory basis, and not to diminish the role and responsibilities of the board of directors of the company, the shareholders of the company accept the approach to executive compensation disclosed in the Management Information Circular of the company, dated April 21st, 2023, delivered in advance of the 2023 Annual General and Special Meeting of shareholders of the company. I will now move that the resolution with respect to the advisory vote on the company's approach to executive compensation be approved. Voting on all resolutions is now closed. We'll now pause for a moment while the scrutineer completes the preliminary tabulation. I have been advised that the scrutineer has completed the tabulation of votes for all resolutions.
Based on the preliminary tabulations, I declare the requisite majorities have been obtained for the following: The resolution to set the number of directors at six, the election of nominated directors, the approval of amendment of Share Option Plan, the approval of Unallocated Entitlements under the Share Option Plan, approval of amendment of the Share Unit Plan, approval of Unallocated Entitlements under the Share Unit Plan, the appointment and remuneration of the auditor, the advisory vote on executive compensation. The detailed voting results of this meeting will be posted on the company's SEDAR profile after the meeting. As all business for this meeting has now been completed, is there any further business? Hearing none, I propose the meeting be concluded unless there is an objection. Thank you, operator.
This concludes the meeting. You may now disconnect.