Good afternoon, and on behalf of our Board of Directors, I would like to welcome you to the 2024 AGM of Interfor Corporation. My name is Lawrence Sauder, and as Chair of the Board, I will also chair the meeting today. Welcome, shareholders who are present in person, and shareholders and guests who are listening by telephone or joining by webcast today. If you are joining by telephone or webcast, you will be in listen-only mode for the duration of the meeting.
We invited shareholders who had questions for us to submit their questions before this meeting. Though no questions were submitted for this meeting, we will be holding our regular quarterly analyst conference call tomorrow morning, and we have provided the dial-in details in our news release of April ninth. I would now like to call the meeting to order.
Xenia Kritsos will serve as secretary of the meeting, and with the consent of the meeting, I appoint Marissa Bentema of Computershare Investor Services, Inc. to act as scrutineer of the meeting. If there's any shareholder or proxy holder entitled to attend and vote at this meeting who is not registered with the scrutineer, please do so now. Only shareholders of the company of record at the close of business on March 13, 2024, or their duly appointed proxy holders, are entitled to participate in and vote at this meeting. Proxies were required to be submitted by the proxy cutoff at 12:00 P.M. Pacific Time on May 7, 2024.
Voting at this meeting will be by show of hands, unless a poll is requested by myself or by a shareholder or proxy holder who is present in person and entitled to vote at this meeting. The secretary has confirmed that the notice and access notification, including the notice of the meeting and proxy form, were mailed to all shareholders of record as of the close of business on March thirteenth, two thousand and twenty-four. Unless there is an objection,
I will dispense with reading the notice of the meeting. Computershare Affidavit of mailing is available if any shareholder wishes to examine it, and will be filed with the minutes of this meeting. Copies of the notice of the meeting, proxy form, and information circular are available on SEDAR+ and at interfor.com.
According to the preliminary report of the scrutineers, there are 69 shareholders present in person or by proxy, holding 37,730,024 common shares of the company. I declare that a quorum is present, and that this meeting is duly and properly constituted for the transaction of business. The first item of business is the presentation of the company's consolidated financial statements, the auditor's report for the year ended December 31, 2023.
Copies of the financial statement and auditor's report are available on SEDAR+, as well as our website at interfor.com. Unless there's an objection, I will dispense with the reading of the auditor's report. The next item of business is setting the number of directors. The number of directors was last set by the shareholders at 10. The directors recommend that this number be increased to 12.
I move to resolve that under Article 11.1 of the articles of the company, the number of the directors of the company be set at 12.
I second the motion.
Is there any discussion on this motion? All those in favor, please signify by raising your hand. Those opposed? I declare the motion carried. The next item of business is the election of directors. The information circular for this meeting sets out the company's director nominees, and they are as follows: Ian Fillinger, Nicolle Butcher, Geoffrey Evans, Christopher Griffin, Rhonda Hunter,
J. Eddie McMillan, Thomas V. Milroy, Gillian Platt, Lawrence Sauder, Christina Sistrunk, Curtis M. Stevens, and Thomas Temple. Each of these nominees has consented to act as a director of the company. Shareholders intend to nominate candidates for directors of this meeting are required under the articles of the company, to provide advanced notice of their intention, but no such notice has been received. Therefore, I declare the nomination closed.
I move to elect each of the individual nomination, nominated in the Information Circular as a director of the company, to hold office until the next Annual General Meeting of shareholders.
I second the motion.
Any discussion on the motion? Then there's no discussion. All those in favor, please signify by raising your hand. Opposed? I declare the motion carried. Next item of business is to reappoint KPMG LLP as the company's auditor. I move to appoint KPMG LLP as auditor of the company to hold office until the conclusion of the next annual general meeting at a remuneration to be set by the board of directors of the company.
I second the motion.
Any discussion on the motion? If there is no discussion, all those in favor, please signify by raising your hand. Opposed? I declare the motion carried. Shareholders have the opportunity to cast a Say on Pay advisory vote, vote, which gives shareholders the opportunity to indicate their acceptance of the board's overall approach to executive compensation set out in the information circular.
This vote is non-binding, but the board will consider the outcome of the vote as part of its ongoing review of the executive compensation program at Interfor. I move to resolve that on an advisory basis only, and not to diminish the role and responsibilities of the board of directors. The shareholders accept the approach to executive compensation disclosed in the information circular of the company, dated March 13, 2024, delivered in connection with this meeting.
I second the motion.
Any discussion on this motion? If there's no discussion, all those in favor, please signify by raising their hand. Those opposed? I declare the motion carried. This completes the formal business of this meeting. Since there are no other matters to come before the meeting, I move to terminate the meeting.
I second the motion.
All those in favor, please signify by raising your hand. Those opposed? The motion has been carried, and I declare this meeting terminated. I'd like to thank you for taking your time to attend this meeting. Just before we go, I'd like to recognize the retirement of Doug Whitehead, one of our long-serving directors of 17 years, who is ending his last board meeting of today, and maybe not his last AGM, but his last AGM as a director. Thank you, Doug.