Ladies and gentlemen, thank you for standing by. Welcome to the 2024 ISC Annual General Meeting of Shareholders. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. To ask a question during the session, you would 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 would like now to turn the conference over to Joel Teal, Chair of the Board of Directors. Please go ahead.
Thank you. Good morning, ladies and gentlemen. It is my pleasure to welcome you to Information Services Corporation Annual 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. We'd like to remind you, including those joining us via 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 webcast, 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 via 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 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 related to ISC and its business in the company's most recent management discussion and analysis.
As noticed, this meeting is being webcast live, and the webcast will be posted on our website at www.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. Doug Emsley, Board Vice Chair, Compensation Committee Chair, and ISC board member. Amber Biemans, Governance and Nominating Committee member and ISC board member. Roger Brandvold, Audit Committee member and ISC board member. Tony Guglielmin, Audit Committee member and ISC board member. Iraj Pourian, Governance and Nominating Committee member and ISC board member. Laurie Powers, Audit Committee Chair and ISC board member. Jim Roche, Compensation Committee member and ISC board member. Heather Ross, Compensation Committee member and ISC board member. Dion Tchorzewski, Governance and Nominating Committee Chair and ISC board member.
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. Cristina Colesso and Jennifer Villarreal of TSX Trust Company will act as scrutineers virtually for this meeting. The notice calling this meeting, the accompanying management information circular, and the form of proxy were mailed to all holders of Class A Limited Voting Shares as of the record date of April 1st April 4th, pardon me, 2024, as well as to each director of the company and the auditor of the company. The Secretary has received proof of mailing for these documents. I direct that statutory declaration of mailing be annexed to the minutes of this meeting. I will dispense with a reading of the notice of meeting.
The Secretary, I will turn the meeting over to you to confirm that a quorum is present.
Thank you, Mr. Chair. I've 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.
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, 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 Ms. Hillman-Weir to introduce the appointees and nominees to the Board of Directors, whose 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 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 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. Three directors have been appointed by the Lieutenant Governor and 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's board in 2013. Ms.
Amber Biemans, ISC board member who joined ISC's board in 2023. Ms. Biemans also sits on the Governance and Nominating Committee. 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 a member 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 chair 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 Compensation Committee. Mr. Dion Tchorzewski joined ISC's Board of Directors in 2013. He is Chair of the Governance and Nominating Committee. That completes the introduction of the Board of Directors.
Thank you, Ms. Secretary, and the members of the board who are joining us in person today. It is now my pleasure to introduce the representatives from the company's auditor, Deloitte LLP, Bryan Glaze, and Ramita Dholatani, who are joining us virtually today. Our first item of business is the presentation of financial statements. The audited consolidated financial statements of Information Services Corporation for the fiscal year ended December 31st, 2023, 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 2023 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 Ms. Biemans, Mr. Emsley, and myself, Joel Teal, 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 Hackshaw, and I am 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 14th, 2024, until the next annual meeting of shareholders or until their successors are duly elected or appointed.
Is there a seconder motion?
I, Robert Antochow, am 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. Brandvold, Mr. Guglielmin, Mr. Pourian, Ms. Powers, Mr. Roche, Ms. Ross, and Mr. Tchorzewski have been duly elected. I will receive the ballots and 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.
I, Robert Antochow, am 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, Jonathan Hackshaw, am 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 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 the voting results will be posted on SEDAR+ and ISC's website shortly after this meeting with details of the results. Unless there is any further business to come before this meeting, I would entertain a motion to terminate the meeting.
I, Jonathan Hackshaw, am a shareholder, and I hereby move that this meeting be terminated.
Is there a seconder for this motion?
I, Robert Antochow, am a shareholder, and I second the motion.
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.
If you would like to ask a question, please press star one one on your telephone. I do not show any questions at this time. I would now like to turn the call back to Jonathan Hackshaw for closing remarks.
Thank you, Operator. With there being no questions, I'd like to thank you very much for joining us today. Operator, you may now disconnect.
This concludes today's conference call. Thank you for your participation. You may now disconnect.