Information Services Corporation (TSX:ISC)
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AGM 2022

May 11, 2022

Operator

Good morning, ladies and gentlemen, and welcome to the ISC's annual general meeting of shareholders. I will be your operator for today's meeting. I would like to remind you, 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 duly appointed proxy holders. I would now like to hand the call over to ISC's chair, Mr. Joel Teal. Mr. Teal, please go ahead.

Joel Teal
Chair of the Board of Directors, ISC

Good morning, ladies and gentlemen. It is my pleasure to welcome you to Information Services Corporation Annual General Meeting of Shareholders. My name is Joel Teal. I am 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, 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 duly 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 floor 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 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 by 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, and a webcast will be posted on our website at www.company.isc.ca after the meeting. The meeting will now come to order. I would like to begin by introducing members of ISC's board and the ISC leadership team who are present in person here today. First, we have Shawn Peters, ISC's President and Chief Executive Officer. As many of you will know, Shawn assumed the role of President and CEO on February 1st, 2022. He is a well-rounded and experienced executive with strong strategic acumen who has proven to be an exceptional leader since joining ISC in April 2012. The board is confident that under his leadership and through his deep familiarity with the company, ISC will continue to grow in a strategic manner and deliver long-term value to shareholders.

I would also like to take this opportunity to recognize our former President and CEO, Jeff Stusek, who retired as President and CEO on February 1st, 2022, for the significant contribution he has made to ISC during his time with the company. He was instrumental in leading the company through a time of transformational change and creating a highly successful, well-positioned, and diversified business. Thank you, Jeff. I'm pleased to introduce Robert Antochow, our new Chief Financial Officer, who replaced Sean as CFO on February 1st, 2022. Since joining ISC in 2015, Bob has been a key part of the finance function within ISC, and I congratulate him on his new role. Kathy Hillman-Weir, Executive Vice President, Chief Corporate Officer, General Counsel, and Corporate Secretary, is unable to be present in person today and is joining us by teleconference.

In her absence, Lynn Hnatick, Assistant General Counsel, will act as secretary to the meeting. All other members of our board and leadership team are joining us by teleconference this afternoon. Zabrina Garcia-Evangelista of TSX Trust Company will act as scrutineer via telephone for this meeting. The notice calling this meeting, the company 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 7th, 2022, as well as to each director of the company and the auditor of the company. The secretary has received the proof of mailing for these documents. I direct that the statutory declaration of mailing be annexed to the minutes of this meeting. I will dispense with reading of the notice of meeting.

Ms. Secretary, I will now turn the meeting over to you to confirm that a quorum is present.

Lynn Hnatick
Secretary, ISC

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.

Joel Teal
Chair of the Board of Directors, ISC

Thank you, Lynn. Since notice has been given and quorum is present, I declare the meeting to be duly called and properly constituted. The order for items of business to be dealt with today shall be as follows. Presentation of financial statements, the election of directors, not including those directors appointed by the Province of Saskatchewan, appointment of the auditor, and termination of the meeting. The board and members of management will be available for questions following termination of the meeting. It is now my pleasure to ask the secretary to introduce the appointees and nominees to the company's board of directors. More comprehensive biographies are available in the management information circular. First, I would also like to thank Ms. Karyn Brooks, who retired from the company's board of directors in 2022 for her service on ISC's board for the past several years.

Karyn joined ISC's board in 2016 and was a member of the audit committee. Thank you, Karyn.

Lynn Hnatick
Secretary, ISC

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 the 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 CIC'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. He joined ISC's board in 2013.

Mr. Tom Christensen is a member of the Compensation Committee. He joined ISC's board in 2009. Mr. Doug 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 Brandvold joined ISC's board of directors in 2021 and is a member of the Audit Committee. Mr. Tony Guglielmin joined ISC's board in 2013 and is the chair of the Audit Committee. Mr. Iraj Pourian joined ISC's board of directors in 2016 and is a member of the Governance and Nominating Committee. Ms. Laurie Powers joined ISC's board in 2018 and is a member of the Audit Committee.

Mr. Jim Roche joined ISC's Board in 2021 and is a member of the Compensation Committee. Ms. Heather Ross joined ISC's Board in 2018 and is a member of the Governance and Nominating Committee. Mr. Dion Tchorzewski joined ISC's Board of Directors in 2013. He is the chair of the Governance and Nominating Committee. That completes the introduction of the Board of Directors.

Joel Teal
Chair of the Board of Directors, ISC

Thank you, Ms. Secretary. The members of the board who are joining us on the call today. It is now my pleasure to introduce the representatives from the company's auditor, Deloitte LLP. Brian Ralofsky and Ramika Daulani are joining us online as well today. Our first item of business is the presentation of financial statements. The auditor consolidated financial statements of Information Services Corporation for the fiscal year ended December 31st, 2021, 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 2021 annual report, which is available on ISC's corporate website. We will now turn to the election of directors. The number of directors to be elected by shareholders is seven, with Mr. Christiansen, Mr. Emsley, and myself, Joel Teal, being the province's appointees.

Please note the 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.

Jonathan Hackshaw
Shareholder, ISC

My name is Jonathan Hackshaw, and I'm a shareholder. I hereby move that each of the seven nominated directors, as proposed in ISC's Management Information Circular, being Mr. Brandvold, Mr. Guglielmin, Mr. Pourian, Ms. Powers, Mr. Roche, Ms. Ross, and Mr. Tchorzewski, be elected to serve as directors of the company from today's date, May 11th, 2022 , until the next annual meeting of shareholders, or until their successors are duly elected or appointed.

Joel Teal
Chair of the Board of Directors, ISC

Is there a seconder for this motion?

Robert Antochow
Shareholder, ISC

I, Robert Antochow, am a shareholder, and I second the motion.

Joel Teal
Chair of the Board of Directors, ISC

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. Brandvold, Mr. Guglielmin, Mr. Pourian, Ms. Powers, Mr. Roche, Ms. Ross, and Mr. Tchorzewski have been duly elected. I will receive the ballots and a final report from the scrutineer at the end of the meeting. A report of the voting results will be posted on SEDAR and ISC's website shortly after this meeting with details of the vote results. 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.

Jonathan Hackshaw
Shareholder, ISC

I, 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.

Joel Teal
Chair of the Board of Directors, ISC

Is there a seconder for this motion?

Robert Antochow
Shareholder, ISC

I, Robert Antochow, am a shareholder, and I second the motion.

Joel Teal
Chair of the Board of Directors, ISC

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, and the ballots have been completed. As such, I can advise that the motion has passed. I will receive the ballots and a final report from the scrutineer at the end of the meeting. As noted previously, a report of voting results will be posted on SEDAR and ISC's website shortly after this meeting with the details of vote results. Unless there is any further business to come before this meeting, I will entertain a motion to terminate the meeting.

Jonathan Hackshaw
Shareholder, ISC

I, Jonathan Hackshaw, I'm a shareholder, and I hereby move that this meeting be terminated.

Joel Teal
Chair of the Board of Directors, ISC

Is there a seconder for this motion?

Robert Antochow
Shareholder, ISC

I, Robert Antochow, am a shareholder, and I second the motion.

Joel Teal
Chair of the Board of Directors, ISC

I declare this meeting 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.

Operator

Thank you. To ask a question, you will need to press star one on your telephone. To withdraw your question, please press the pound key. Stand by as we compile the Q&A roster. Again, to ask a question, please press star one on your telephone. I see no questions in the queue. I will return the conference back over to you, Mr. Teal.

Joel Teal
Chair of the Board of Directors, ISC

Thank you. With there being no questions, I'd like to thank you very much for joining us today. Operator, you may now disconnect.

Operator

Thank you, sir. This concludes the meeting. You may now disconnect and have a pleasant day.

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