Good day, and thank you for standing by. Welcome to the 2025 Information Services Corporation Annual General Meeting of Shareholders. At this time, all participants are in listen-only mode. Once the meeting is terminated, we'll open up for questions. Please be advised that today's meeting is being recorded. I would like to hand it over to your speaker today, Chair of the Board. Please go ahead.
Thank you. Good morning, ladies and gentlemen. It is my pleasure to welcome you to the Annual Meeting of Shareholders of Information Services Corporation. My name is Joel Teal, and I'm Chair of the Board of Directors. 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 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, I would also like to remind you that this is an in-person meeting, and there is no online voting. If you voted ahead of time by proxy, your votes will be counted according to your proxy instructions.
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 webcast. As such, we will abbreviate voting procedures today. Employees who are also shareholders will make and second 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 the shareholders. I would also like to remind you that any statements made today that are not historical facts are considered forward-looking information with 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 webcasts 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 some members of the ISC leadership team who are present in person here today: Sean Peters, ISC's President and Chief Executive Officer; Kathy Hillman-Weir, Executive Vice President, Corporate Governance and Registry Excellence, and Corporate Secretary, who will act as Secretary for the meeting; and Robert Antochow , Chief Financial Officer. Patricia Selby of TSX Trust Company will act as scrutineer for this meeting.
The notice calling this meeting and the notice and access notification were mailed to all holders of Class A limited voting shares as of the record date of March 24, 2025, 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 the statutory declaration mailing be annexed to the meeting's minutes of this meeting. I will dispense with the reading of the notice of meeting. ISC elected to utilize notice and access procedures for the delivery of materials to shareholders relating to the meeting today. This process allows the company to post meeting-related materials, including its management information circular on the company's website in addition to SEDAR, rather than printing and mailing all materials.
Under the notice-and-access procedures, meeting-related materials will be available for viewing for up to one year from the date of posting, and a copy of the material may be requested at any time during this period. Ms. Secretary, I'll 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, only 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. 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 of the company's 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 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 by the board to the board by the Province: Mr. Joel Holtz, Chair of the Board of Directors, who joined ISC's board in 2013; Ms.
Amber Behnes, who joined ISC's board in 2023. Ms. Behnes is also a member of the governance and nominating committee. Mr. Doug Emslie 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 Bradshaw joined ISC Board of Directors in 2021 and is a member of the Compensation Committee. Mr. Tony Guglielmin joined ISC Board in 2013 and is a member of the Audit Committee. Mr. Arash Pakseresht joined ISC Board of Directors in 2016 and is a member of the governance and nominating committee. Ms. Lori Powers joined ISC Board in 2018 and is Chair of the Audit Committee. Mr.
Jim Roche joined ISC Board in 2021 and is a member of the audit committee. Ms. Heather Ross joined ISC Board in 2018 and is a member of the compensation committee. Mr. Dion Tisi 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, Ms. Secretary, the members of the board who are joining us today in person today. It is now my pleasure to introduce the representatives from the company's auditor, Deloitte LLP, Brian Ralofsky, and Romita Daulatani , pardon me, who are joining us virtually today. Our first item of business is the presentation of financial statements. The audit of consolidated financial statements of Information Services Corporation for the fiscal year ended December 31, 2024, and the report of the auditor thereon have been presented to the Secretary of this meeting. These audited consolidated financial statements form part of the ISC 2024 annual report, which is available on the ISC's corporate website. We will now turn to the election of directors. The number of directors to be elected is seven, with Ms. Behnes, Mr. Emslie, 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. Bradshaw, Mr. Guglielmin, Ms. Dawlatani, Ms. Powers, Mr. Roche, Ms. Ross, and Mr. Tisi, be elected to serve as directors of the company from today's date, May 13, 2025, until the next annual meeting of shareholders or until their successors are duly elected or appointed.
Is there a seconder for this motion?
I am Robert Atuchuk, the shareholder, and I second the motion.
I've been advised by the scrutineer that a sufficient number of 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. Bradshaw, Mr. Guglielmin, Mr. Roche, Ms. Powers, Mr. Roche, Ms. Ross, and Mr. Tarducci 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 am Robert Atuchuk, a shareholder. 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 exclude them.
Is there a seconder for this motion?
I am Jonathan Hackshaw, a shareholder, second the motion.
I've been advised by the scrutineer the 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 the 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 web shortly after this meeting with details of the vote results. Unless there is any further business to come before this meeting, I would entertain a motion to terminate the meeting.
I am Jonathan Hackshaw, a shareholder. Hereby move that this meeting be terminated.
Is there a seconder for this motion?
I am Robert Atuchuk, a shareholder, second the motion.
I declare this meeting terminated. At this time, I'd like to open the floor to any questions. Operator, please open the line for shareholders who wish to ask any questions.
To ask a question, you need to press star one one on your telephone and wait for a name to be announced. To withdraw your question, please press star one one again. Please stand by while we compile the Q&A roster. I'm not showing any questions at this time. I'd like to turn the call back over to Jonathan for closing remarks.
Thank you, Operator. With there being no questions, I'd like to thank everyone very much for joining us today. Operator, you may now disconnect the call.
Thank you. We thank you for joining today's conference. Everyone may disconnect. Please have a great day.