AGM 2020

May 5, 2020

Press Release

Welcome to the Annual Shareholders' Meeting of Gibson Energy. My name is Jim Esti, and I am Chairman of the Board. In accordance with the bylaws of the company, I will act as Chairman of the meeting. I will now call the meeting to order. As everyone is aware, this meeting is being held virtually given the widespread closures related to COVID-nineteen health crisis. Before we commence the formal portion of the meeting, I would like to take a moment to address our staff, our shareholders and our many industry, business and community partners. This has been a very difficult time for our industry as well as our communities and our families. On behalf of the Board of Directors, I would like to wish all of you best and hope you stay safe and healthy during these challenging times. At Gibson Energy, we have a dedicated team of executive and employees, all of whom have been working home for nearly 2 months. The Board greatly appreciates all your efforts, and we look forward to the time when we can welcome our shareholders, employees, business partners and other stakeholders in person to our annual meeting. During the first portion of the meeting, we will deal with formal business, followed by a brief corporate presentation and remarks by Gibson Energy's CEO, Steve Spaulding. Before we begin, I would like to welcome other members of the Board who are online today. Mary Ellen Peters, Judy Cote, Doug Bloom, Jim Cleary, John Festival and Marshall McCrae. Officers online with us today are Steve Spaulding, President and CEO and a Director Sean Brown, Senior Vice President and Chief Financial Officer Sean Wilson, Senior Vice President and Chief Administrative Officer Mike Lindsay, Senior Vice President, Operations and Engineering and Kyle DiGucci, Senior Vice President, Supply and Marketing. In order to attempt to deal with the formal portions of the meeting as effectively as possible, we have prearranged with designated shareholders to move in second motions. This is in no way intended to discourage any comments, questions or discussions on any motions, and we are excited about the ability to make this meeting accessible to all of you regardless of your physical location to participate, submit questions and vote. Only registered shareholders who held shares in their name as of March 23, 2020, the record date of this meeting or their validity appointed proxy holders are entitled to vote on the resolutions presented in this meeting. Questions can be submitted by registered shareholders and duly appointed proxy holders electronically on the virtual platform by following the instructions on the platform. The company's Corporate Secretary and COO CFO, I'm sorry, will assist in reviewing and responding to any questions. Consistent with the company's corporate practices, Alan Stottlin, the company's Vice President, Information Services and Information Management, will present a safety moment to start the meeting. Ellen? Thanks, Jim, and thank you all for tuning in today. The current global pandemic is a trying and stressful time for all of us. We've all been there. People ask how we're doing. We say we're fine, even when the truth is that we're anything but. We may be feeling grateful, exhausted or scared. Going through the motions and saying that we're fine causes us to miss out on the chance to actually connect. In times of crisis, we need each other more than ever. Connecting doesn't just feel good, it's good for our mental health. So for our safety moment today, and in line with the Canadian Mental Health Association's Mental Health Week, I'm challenging you to get real about how you really feel. Pick up the phone, jump on a Zoom chat with friends or family, or even a small text. Talk to someone about how you are both really feeling. This small effort can help our mental health and help us feel close, even when we can't be. Thanks, everyone. Back to you, Jim. Thank you, Alan. Sean Wilson will act as secretary of the meeting and Kyle Gould, a representative of our transfer agent, will act as a scrutineer. I have received a declaration of the mailing from our transfer agent confirming that the proxy material and financial statements have been duly mailed to shareholders. This declaration will be kept by the Secretary with the minutes of the meeting. The reading of the notice of meeting will be dispensed with. The scrutineers' report has been received, and it shows that a quorum as required by the company's by law is present. I now declare that the meeting is called to order and properly constituted for the transaction of business. To my knowledge, each resolution considered today will be passed by the proxies deposited in advance of the meeting. We will conduct voting by electronic ballot on all matters. Voting will be open for all resolutions at the same time, which will allow you to choose to vote on each resolution immediately or wait until the conclusion of discussion on each resolution prior to casting your vote. To vote, simply click for or withhold or against as applicable. You will see confirmation immediately above your voting buttons once you have submitted your choice. There will be an opportunity to ask questions on each resolution in turn. Once discussions on all items of business have been concluded, voting will be closed on all resolutions. The results will be tallied by the scrutineer once voting is completed and will be provided at the end of the formal portion of the meeting. The polls are now open on all resolutions. The first item of business is a presentation of the audited financial statements for the year ended December 31, 2019. If there is no objection, the reading of such financial statements will be dispensed with. There are extra copies of the financial statements available to shareholders upon request and are available on our website and on SEDAR. The next item of business is the election of directors. As noted in the company's information circular, our bylaws contain advanced notice provisions, which provide a procedure to be followed for the nomination of directors at the meeting of the shareholders of the company. In accordance with the advance notice provision, the only individuals entitled to be nominated as directors at this meeting are persons named as nominee in the company's information circular: James Estke, Mary Ellen Peters, Judy Cote, Douglas Bloom, James Cleary, John Festival, Marshall McCrae and Steve Spaulding are hereby nominated as Directors of the company to hold office until the next annual election of directors or until their successors are elected or appointed, subject to the provision of the Business Corporations Act and the bylaws of the company. In accordance with our majority voting policy, election of directors will be conducted by allowing registered shareholders and proxy holders to electronically register for or to be withheld for each individual director. Mr. Secretary, have any questions been received on these nominations? No, Mr. Chairman. No, Mr. Chairman. Please cast your vote for the individual director now if you have not already done so. The next item of business is the appointment of auditors. Good morning, Mr. Chairman. My name is Steve Smythe, and I propose that PricewaterhouseCoopers LLP, Charter Professional Accountants, be appointed auditors of the company until the next annual meeting or until their successors are appointed and that their remuneration, as such, be fixed by the Board of Directors. Mr. Chairman, my name is Ellen Stotland, and I second the motion. Thank you very much. Mr. Secretary, have any questions been received on this motion? No, Mr. Chairman. Thank you, Sean. If there are no further questions, please vote on this motion now if you have not already done so. The next item of business is the advisory executive compensation, which is described in detail in the company's information circular. Mr. Chairman, I move that the ordinary resolution in respect of the advisory vote on executive compensation as described in detail in the information circular relating to the meeting be approved. Mr. Chairman, I second the motion. Thank you very much. Mr. Secretary, have any questions been received on this motion? No, Mr. Chairman. Thank you, Sean. If there are no further questions, please vote on this motion now if you have not already done so. As there are no further motions, voting on all motions is now closed. I have been advised by the scrutineers that the results are more than 50% in favor of each director and in accordance with legal requirements and our majority voting policy, those nominations are dually elected as directors. I have also been advised by the scrutineer that all other motions have been carried. That concludes the formal portion of the meeting and I direct that the scrutineers report be kept by the Secretary with minutes of the meeting. The Chair would entertain a motion that the formal portion of the meeting be terminated. Mr. Chairman, I move that the meeting be terminated. Mr. Chairman, I second the motion. Thank you very much. I declare the meeting terminated. We will now move to a brief presentation by Mr. Spalding, which should be available for you through our virtual portal. Thank you. Thanks, Jim. Good morning, everyone, and thank you for joining us today at our 2020 Annual General Meeting. As is customary at this meeting, let me quickly speak to some of the accomplishments of the prior year. I believe it's accurate to say that our achievements in 2019 put us in a very strong position ahead of this market downturn. From a strategic perspective, we closed the sale of both our Canadian Trucking and Environmental Services businesses last year. These were the last of our non core divestitures, marking the completion of our transition to a growth focused oil infrastructure company. We continue to grow our long term infrastructure cash flow. We placed 7 tanks or 3,100,000 barrels of storage into service. This was a 35% expansion of the Hardisty terminal. We also placed the Viking and PiYo pipelines into service, completed the expansion of our Moose Jaw facility and sanctioned the first phase of our diluent recovery unit, which will ensure our infrastructure cash flow continues to grow even in the face of no export pipelines. As you know, one of the key metrics, one of our key metrics is distributable cash flow on a per share basis. In 2019, figure was nearly 10% increase over 2018 and nearly a 70% increase from when we started this journey in 2017. The strong financials strengthened our balance sheet. We exited the year with both our leverage and payout ratios below our target range. Our 2020 capital budget is fully funded with cushion and adherence with all our financial governing principles. We earned investment grade rating from S and P and DBRS, which allowed us to start refinancing our debt at a lower rate and expanded our access to capital going forward. Based on our strong financial positions and growth of our long term stable infrastructure assets, this February, the Board of Directors approved an increase of the quarterly dividend by $0.01 per share. Lastly, I would note for the 2nd year in a row, Gibson stock was the top performer on a total return basis relative to our peers. So, a very good year. We find ourselves in a much tougher environment in 2020. It's what we've done over the last 3 years that have positioned us to be resilient today. In the last few months, we have witnessed and experienced some of the most significant challenges our industry has ever faced. Crude oil prices hit a historic low and we adjusted to a new normal with the far reaching impacts of COVID-nineteen. Like many others, Gibson was impacted, but we remain agile during this time of uncertainty due to the resilient nature of our business and our people. Resiliency is at the very core of our business. We have taken significant steps to ensure Gibson can continue to meet the expectations of our stakeholders on a broad suite of issues, including environmental, social and governance topics, ESG. One of these steps was the development of Gibson's 1st Sustainability Report, which we released yesterday. Gibson's inaugural report outlines our belief that we have a responsibility to do what we can to help society meet the needs of today without compromising the needs of tomorrow. We take our role seriously in delivering strong and consistent financial results, while ensuring we act as stewards to the people, areas and communities where we live and operate. To us, sustainability is about more than publishing a report every few years and updating a data table. It's also about continuing to recognize that our business has an impact on people, communities and the environment and taking steps to make that impact as positive and mutually beneficial as possible. Speaking of turbulent times, with all the hardship going on in our city, our province, our country and around the world in connection with COVID-nineteen pandemic, I wanted to close off today's presentation by sharing some additional details on our 2020 community investment and volunteer initiatives. We're encouraging employees to give back through increased corporate matching on employee donations, as well as incentives to volunteer in our community. We've increased our community investment donation budget to $1,000,000 in 2020, a 30% increase and a record amount in our history. Supporting mental health and wellness is central to our culture at Gibson. We believe strong mental health begins early in life. Over $50,000 was generously donated by employees and Board members through the Gibson Buzz Challenge, which was tripled by Gibson raising an astounding $150,000 for those in need. This concludes our presentation. I will now open the meeting up for any questions. With no questions, thank you all for attending the 2020 Gibson Energy Annual General Meeting. Please be safe and have a great day.