Ladies and gentlemen, good morning or good afternoon.
Good day, and thank you for standing by. Welcome to the 2023 ISC Annual General Meeting of Shareholders. At this time, all participants are in listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you will need to press star one one on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star one one again. Please be advised that today's conference call is being recorded. I now like to turn the call over to Joel Teal, Chair of the Board of Directors. Please go ahead.
Ladies and gentlemen, good morning or good afternoon, depending on your location. It is my pleasure to welcome you to Information Services Corporation Annual and Special Meeting of Shareholders. My name is Joel Teal. I'm chair of ISC's board of directors and as such, I will chair the meeting. Before the meeting is called to order, I would like to deal with a few housekeeping matters. I would like to remind you that including those joining us via teleconference or webcast, that this meeting is for the shareholders of ISC. Participation in the proceedings of this meeting is for registered shareholders and newly appointed proxy holders. For those shareholders joining us via teleconference, should you wish to ask a question, you can do so after the meeting as per the operator's instructions. There are no shareholders registered in person at this meeting.
All shareholders are present by proxy or joining us via teleconference or on the webcast. As such, we will abbreviate voting procedures today. Employees who are also shareholders will make and second the formal motions. I will call on these individuals at the appropriate time, and proxies received will be voted by ballot in accordance with the instructions received from shareholders. I would also like to remind you that any statements made today that are not historical facts are considered forward-looking information within the meaning of the applicable securities laws. Forward-looking information involves known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those expressed or implied in such forward-looking information. You should not place undue reliance on forward-looking information.
Please consult the discussion of the estimates, assumptions, and risk factors relating to ISC and its business in the company's most recent management discussion and analysis. As noted, this meeting is being webcast live, the webcast will be posted on our website, www.company.isc.ca, after the meeting. The meeting will now come to order. I would like to begin by introducing members of ISC Board and leadership team who are present in person here today. Douglas Emsley, Board Vice Chair, Compensation Committee Chair, and ISC Board Member. Dion Tchorzewski , Governance and Nominating Committee Chair, and ISC Board Member. Amber Biemans, who is a new appointee this year and has been appointed to ISC's Board effective the expiry of this today's meeting.
She received the King's Counsel designation in 2019 and is a partner at the Behiel, Will & Biemans, practicing in the areas of real estate planning, administration, and corporate law. She currently serves on the board of directors for Saskatchewan Power Corporation and has been a director for several community organizations. From our executive leadership team, we have Shawn Peters, ISC's President and Chief Executive Officer. Kathy Hillman-Weir, Executive Vice-President, Chief Corporate Officer, General Counsel, and Corporate Secretary, who will act as secretary of the meeting. Robert Antochow, Chief Financial Officer. All other members of our board are joining us by teleconference this afternoon. Manolo De Guzman of TSX Trust Company will act as scrutineer via telephone for this meeting.
The notice calling this meeting and the accompanying management information circular and form of proxy were mailed to all holders of Class A Limited Voting Shares as of the record date of April 6th, 2023, as well as key parts of the director of the company and the auditor of the company. The secretary has received proof of mailing for these documents. I direct that the statutory direct declaration of mailing be annexed to the minutes of this meeting. I will dispense with the reading of the notice of meeting. The secretary, I would turn the meeting over to you to confirm that a quorum is present.
Thank you, Mr. Chair. I have been advised by the Scrutineer that there are present by proxy a sufficient number of persons holding a sufficient number of Class A Limited Voting Shares entitled to vote at the meeting to constitute a quorum. Therefore, a quorum of shareholders is present at this meeting.
Thank you, Kathy. Since notice has been given and a quorum is present, I declare the meeting to be duly called and properly constituted. The order for the items of business to be dealt with today shall be as follows: Presentation of financial statements, election of directors, not including those directors appointed by the province of Saskatchewan. Appointment of the auditor. Consideration of unallocated options under the company's stock option plan, and termination of the meeting. The board and members of management will be available for questions following the termination of the meeting. We will now move to the company's board of directors. First, I would like to sincerely thank Mr. Tom Christiansen, who will retire from the company's board of directors at the expiration of this meeting, for his service on ISC's board.
Tom joined ISC's Board in 2009 and has been a member of several committees during his tenure. Most recently, as a member of the Compensation Committee. Tom was also previously Chair of the Board prior to the IPO in 2013. Tom has provided significant contributions and leadership to the evolution and success of the Company through his many years as a dedicated Board member. Thank you, Tom. We wish you all the best. It's now my pleasure to ask Ms. Helen Wur to introduce the appointees and the nominees to the Company Board of Directors. More comprehensive biographies are available in the management information circular.
Thank you, Mr. Chair. Before I begin, please note that both the company's articles and the Information Services Corporation Act provide that in lieu of voting of Class A Limited Voting Shares of the province of Saskatchewan, held by Crown Investments Corporation of Saskatchewan. On any resolution electing directors to the board, the Lieutenant Governor in Council of the province of Saskatchewan has the right to appoint to the board that number of members equal to ISC's pro rata share of the issued and outstanding Class A Limited Voting Shares. Three directors have been appointed by the Lieutenant Governor in Council for the province. Seven directors are nominated for election by shareholders. The following three individuals have been appointed to the board by the province. Mr. Joel Teal, Chair of the Board of Directors, who joined ISC board in 2013. Ms.
Amber Biemans has been appointed to ISC Board effective after the end of this meeting. Mr. Douglas Emsley has been a director and vice chair of the ISC Board of Directors since 2013. He is also the chair of the Compensation Committee. Those are the appointees to the board. The following seven individuals are nominated for election to the board. Mr. Roger Branville joined ISC Board of Directors in 2021 and is a member of the Audit Committee. Mr. Tony Guglielmin joined ISC Board in 2013 and is the chair of the Audit Committee. Mr. Arash Pouryan joined ISC Board of Directors in 2016 and is a member of the Governance and Nominating Committee. Ms. Laurie Powers joined ISC Board in 2018 and is a member of the Audit Committee. Mr.
James Roche joined ISC Board in 2021 and is a member of the Compensation Committee. Ms. Heather Ross joined ISC Board in 2018 and is a member of the Governance and Nominating Committee. Mr. Dion Tchorzewski joined ISC Board of Directors in 2013. He is the Chair of the Governance and Nominating Committee. That completes the introduction of the Board of Directors.
Thank you, Secretary. The members of the board who are joining us today on the call today and the members of the board. It is now my pleasure to introduce the representatives from the company's auditor, Deloitte LLP. Brian Pawlowski, Amina Belotani, and Rachel Taylor are joining us online today. Our first item of business is the presentation of the financial statements. The audited consolidated financial statements of Information Services Corporation for the fiscal year ending December 31st, 2022, and the report of the auditor thereon have been presented to the secretary for this meeting. These audited consolidated financial statements form part of ISC's 2022 annual report, which is available on ISC's corporate website. We will now turn to the election of directors. A number of directors to be elected by shareholders has been set. With Ms. Biemans, Mr. Emsley, and myself being the province's appointees.
Please note that voting will not be for the slate of directors, but for each nominee separately. I would ask for a motion to elect the seven nominated directors proposed in the management information circular.
My name is Jonathan Hudson. I am a shareholder. I hereby move that each of the seven nominated directors as proposed in ISC's Management Information Circular, being Mr. Branville, Mr. Guglielmin, Mr. Pouryan, Ms. Powers, Mr. Roche, Ms. Ross, and Mr. Tchorzewski , be elected to serve as directors of the company from today's date, May tenth, two thousand and twenty-three, until the next annual meeting of shareholders, or until their successors are duly elected or appointed.
Is there a seconder for this motion?
I, Robert Antochow , I'm a shareholder, and I second the motion.
I have been advised by the scrutineer that a sufficient number of the outstanding Class A Limited Voting Shares represented at this meeting have been directed to vote in favor of the election of each nominee, and the ballots have been completed. As such, I can advise that each of Mr. Branville, Mr. Guglielmin, Mr. Pouryan, Ms. Powers, Mr. Roche, Ms. Ross, and Mr. Tchorzewski have all been duly elected. I will receive the ballots and a final report from the scrutineer at the end of the meeting. A report of voting results will be posted on SEDAR and ISC's website shortly after this meeting with the detailed results follow. The next item of business is the appointment of the company's auditor. I will now ask for a motion with respect to the appointment of Deloitte LLP as the company's auditor.
Hi, Jonathan Hackshaw. I'm a shareholder, and I hereby move that Deloitte LLP be appointed as auditor of the company to hold office until the close of the next annual meeting of shareholders and authorizing the directors to fix their remuneration.
Is there a seconder for this motion?
I, Robert Antochow . I'm the shareholder, and I second the motion.
I have been advised by the scrutineer that a sufficient number of the outstanding Class A Limited Voting Shares represented at this meeting have been directed to vote in favor of this motion. The ballots have been completed. As such, I can advise that the motion has passed. I will receive the ballots and the final report from the scrutineer at the end of the meeting. As noted previously, a report of voting on the ballots will be posted on SEDAR and ISC's website shortly after this meeting with details of the vote results. We will now turn to the approval of unallocated options under the company's stock option plan. I would ask for a motion to approve the resolution set out on page 24 of the Management Information Circular.
Hi, Jonathan Hackshaw. I'm a shareholder. I hereby move that the resolution set out on page 24 of the Management Information Circular be approved.
Is there a seconder for this motion?
I, Robert Antochow . I'm a shareholder, and I second the motion.
I have been advised by the scrutineer that a sufficient number of the Class A Limited Voting Shares represented at this meeting have been directed to vote in favor of this motion, and the ballots have been completed. I can advise that the motion has passed. I will receive the ballots and the final report from the scrutineer at the end of the meeting. Again, I note that a report of voting results will be posted on SEDAR, ISC's website shortly after this meeting with details of vote results. Unless there's any further business to come before this meeting, I would entertain a motion to terminate the meeting.
I, Jonathan Hackshaw. I'm a shareholder, and I hereby move that this meeting be terminated.
Is there a second for this motion?
I, Robert Antochow . I'm a shareholder, and I second the motion.
I declare this meeting to be terminated. At this time, I would like to open the floor to any questions. Operator, please open the line for shareholders who wish to ask any questions.
Thank you. If you would like to ask a question, please press star one one on your telephone. One moment while we wait for questions. I do not see any questions in the queue. I would like to turn the call back over to Jonathan Hackshaw for closing remarks.
Thank you, operator. With there being no further questions, I'd like to thank you very much for joining us today at our special and annual general meeting. Operator, you may now disconnect the line.
Thank you. Thank you for joining today's conference. Everyone may disconnect. Please have a great day.