Good morning, ladies and gentlemen. Welcome to Information Services Annual General Meeting of Shareholders. My name is Joel Teal. I'm the Chair of ISC's Board 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.
This meeting is for the shareholders of ISC. Participation proceedings of this meeting is for registered shareholders and duly appointed proxy holders. Where a shareholder has several individuals in attendance, we ask that you address the meeting through your identified representative. 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 security 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 statements.
Please consult the discussion of the estimates, assumptions and risk factors released. Next, we have Kathy Helman Weier, pardon me. This meeting is also being webcast live and the webcast will be posted on our website at www.company.isc. Cas. And last but not least, I would like to remind you to turn your cell phone off or put them into airplane mode for duration of the meeting.
The meeting will now come to order. I would like to begin by introducing ISC's leadership team. First, we have Jeff Stusick, ISC's President and Chief Executive Officer. Next, we have Kathy Hilton Weier, Executive Vice President, Chief Corporate Officer, General Counsel and Corporate Secretary, who will act as secretary of the meeting Sean Peters, Executive Vice President and Chief Financial Officer Ken Budzak, Executive Vice President, Registry Operations Lauren Chisik, Executive Vice President, Technology Solutions Laurel Garman, Vice President, Business Strategy Catherine MacLean, Vice President, People and Culture Dennis White, Vice President, Marketing and Business Development and Claire College, President, EFC Corporate Services Limited. Please join me in recognizing ISC's leadership.
Unanswered is an objection. Jennifer Delarillo and Christine Collezzo of ASD Trust Company Canada will act as scrutineers for the meeting. The notice called in this meeting the accompanying management information circular and the form of proxy C were mailed to all holders of Class A Limited voting shares as of the record date of April 10, 2019, as well as to Chief Director of the company and the auditor of the company. Secretary has received the proof of mailing for these documents, which is available here today. I direct that the statutory declaration mail in Vianix at the minutes of this meeting.
Unless there's an objection, I will dispense with reading of the notice of me. Ms. Hillman Wier, I will turn the meeting over to you to confirm when the quorum is present.
Thank you, Joel. I have received the scrutineers report, and I'm pleased to report that there are 108 shareholders holding 12,000,000 740,915 Class A Limited voting shares represented in person or by proxy at this meeting. This represents 72% of the $17,500,000 issued in outstanding Class A Limited voting shares of ISV. Therefore, a quorum of shareholders is present at this meeting in person or by proxy.
Thank you, Kathy. Since notice has been given and a quorum is present, I declare the meeting to be duly called and properly constituted. Ladies and gentlemen, the order items of business to be dealt with today shall be as follows: the presentation of the 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. For shareholders and proxy holders in attendance, management will be available for questions following termination of the meeting. It is now my pleasure to ask Kathy to introduce the appointees and nominees to the company's Board of Directors.
More comprehensive biographies are available in the management information circular beginning on Page 12.
Thank you, Joel. Before I begin, please note that the company's articles and the Information Services Corporation Act both provide that in lieu of voting the Class A Limited voting shares of the province of Saskatchewan held by Crown Investment Corporation of Saskatchewan on any resolution electing directors to the Board, the Lieutenant Governor and 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. 3 directors have been appointed by Lieutenant Governor and Council for the province. 7 directors are nominated for election by shareholders. I ask that each of the appointed and nominated individuals please briefly raise your hand when I say your name.
The following three individuals have been appointed to the Board by the province of Mr. Joel Teal, Chair of the Board of Directors. He joined INC's Board in 2013. Mr. Doug Emsley has been a Director of ISC since 2013.
He is Vice Chair of the Board and is also Chair of the Compensation Committee. Mr. Tom Christensen is a member of the Compensation Committee. He joined IFC's Board in 2,009. Those are the appointees to the Board.
Following 7 individuals are nominated for election to the Board. Ms. Karen Brooks joined ISC's Board of Directors in 2016 and is a member of the Audit Committee. Mr. Tony Guglieman joined IFC's Board of Directors in 2013 and is the Chair of the Audit Committee.
Mr. Scott Musgrave joined IFC's Board in 2010 and is a member of the Audit Committee. Mr. Eraj Purian joined IFC's Board of Directors in 2016 and is a member of the Governance and Nominating Committee. Ms.
Lori Powers joined ISC's Board in 2018 and is a member of the Compensation Committee. Ms. Heather Ross joined IFC's Board in 2018 and is a member of the governance and nominating committee. Mr. Dion Czajewski joined IFC's Board in 2013.
He is the Chair of the Governance and Nominating Committee. That completes the introductions to the Board of Directors.
Thank you, Kathy. Ladies and gentlemen, please join me in recognizing both the appointed and nominated individuals for the company's Board of Records. It is now my pleasure to introduce the representatives from the company's auditor, Deloitte LLP. Ladies and gentlemen, please join me in recognizing Lee Derson and Zach Fenkoli. Our first item of business is the presentation of financial statements.
The audited financial statements of the Information Services Corporation for the fiscal year ended December 31, 2018, and the report of the auditors thereon have been presented to the secretaries for this meeting. These audited consolidated financial statements form part of ISC's 2018 annual report, copies of which are available at the registration deck. Before we commence the item of business requiring shareholder votes, I will have some comments on the voting procedures. Shareholders and attendants that have submitted a proxy are ineligible to vote again. I would ask that guests and others who are ineligible to vote please refrain from motion.
The vote on election of directors will be conducted by ballot, registered shareholders who did not submit us proxy and proxy holders in attendance received a ballot upon registering at this meeting. Where voting is conducted by a ballot, each shareholder and duly appointed proxy holder present today is entitled to one vote for each Class A limited voting share held or represented by the proxy. We will get to the ballot voting in a moment. The vote on the appointment of Deloitte LLP as auditor of the company will be conducted by a show of hands unless a shareholder or proxy holder calls for a ballot vote to be conducted. Where voting is conducted by a show of hands, each shareholder or proxy holder present and entitled to vote will have one vote regardless of the number of shares he or she holds or represents.
To facilitate the meeting, the company has requested that certain persons make and second the floor motions. I will call on these persons at the appropriate time. When an item of business is before the meeting for consideration, questions and comments should be limited to that item. If a shareholder has a question or comment not related to a business item, an opportunity to raise other questions or comments will be provided after voting on the business described in the management information. We will now turn to the election of directors.
The number of directors to be elected by shareholders is 7. Mr. Christiansen, Mr. Antley and myself, Joel Teal being the provinces appointees. Please note that you will not be voting for the slate of directors, but for each nominee separately as outlined on the ballot.
I would ask for a motion to elect the 7 nominated directors proposed in the management information circular.
My name is Jonathan Hackshaw, and I am a shareholder. I hereby move that each of the 7 nominated directors has proposed in ISC's management information circular being Ms. Brooks, Mr. Guglman, Mr. Musgrave, Mr.
Purian, Ms. Powers, Ms. Ross and Mr. Chiszewski be elected to serve as directors of the company from today's date, May 15, 2019, until the next annual meeting of shareholders or until their successors are duly elected or appointed.
Is there a seconder for this motion? I, Bob Antichow, am a shareholder and I second
the motion.
Is there any discussion on the matter? Registered shareholders and proxy holders eligible to vote should have received a ballot upon registering for the meeting. For those of you who have not yet voted, please mark your ballot with an X for each of the nominees. Once you have completed your ballot, raise your hand to have it collected for tabulation by the scrutineers. While the ballots are being counted, we are going to move on to the next order of business, and I will let you know the results of the ballot boxes are available.
The next item in business is the appointment of company's auditor. Based on the scrutineers' reports, proxy holders for more than
99%
99% of the outstanding Class A Limited voting shares represented at this meeting have been directed to vote in favor of this motion. Given these circumstances, a vote by show of hands will be conducted for the appointment of auditors. I will now ask for a motion with respect to the appointment of Deloitte LLP as the company's auditors.
I'm Melissa Bass. 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?
Hi, Jonathan Atch. I'm a shareholder, and I second the motion.
Is there any discussion on the matter? I would ask all those in favor of the motion to please raise their hand. Those that wish to withhold their vote in this motion, please raise your hand. I declare the motion carried. At this point, if you had filled in a questionnaire, please put up your hand and we'll have someone coming around to collect them.
We will address the questions after our formal procedure. Are we ready with the conference? Kathy Kilman Weier will now address the results of the account holder.
Thank you, Joel. I'm pleased to report that the shareholders present in person or registered by proxy at this annual meeting voted at least 98% in favor of each nominee on the ballot taken for the election of directors.
Thank you, Kathy. I therefore declare the motion carried. Anyone would like to view the scrutineers report in the ballot, it will be available after the meeting and you can speak with Secretary, Bill Wingard. Unless there is any further business to come before this meeting, I would entertain a motion to terminate the meeting.
I'm Melissa Bass. I'm a shareholder, and I hereby
move that this meeting be terminated.
Is there a second
second the motion.
I declare that the meeting is terminated. At this time, I would like to open the meeting to any questions that shareholders may have did not relate to a matter of business or upon accretive. Thank you very much for joining us today. Please help yourself to the refreshments at the back and we'll be around if there's conversation to be had. Thank you.