Keyera Corp. (TSX:KEY)
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Apr 30, 2026, 4:00 PM EST
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AGM 2023

May 9, 2023

Jim Bertram
Board Chair, Keyera

Good morning, and welcome everyone. My name is Jim Bertram, and I'm the chair of Keyera's board of directors. Thank you for joining us today for our 2023 annual meeting of shareholders. In order to allow all shareholders an opportunity to participate regardless of their geographic location, the meeting will be conducted via a live audio webcast only. While we are unable to meet in person today, the meeting has been structured to enable our shareholders to vote on each item of business and submit questions during the meeting. Today, I'm joined by Dean Setoguchi, Keyera's President and Chief Executive Officer, and Michael Reid, Keyera's General Manager, Legal. Also joining us today is Douglas Haughey, our Lead Independent Director and Chair of our Governance and Sustainability Committee. Eileen Marikar, Keyera's Chief Financial Officer, is also available to answer any questions.

The remainder of our board of directors and Keyera's executive team, as well as representatives of Deloitte LLP, Keyera's independent auditors, are also attending today's meeting virtually. I will now ask Michael to take us through the details of the meeting. Michael.

Michael Reid
Director, Legal and Associate General Counsel, Keyera

Thank you, Jim. Welcome to our shareholders and all other guests participating in the meeting this morning. As Jim noted, today we are joined online by our board of directors, each of whom have been nominated for election at this meeting. In addition to our chair, Jim Bertram, our directors are Isabelle Brassard, Michael Crothers, Blair Goertzen, Douglas Haughey, Gianna Manes, Michael Norris, Thomas O'Connor, Charlene Ripley, Dean Setoguchi, and Janet Woodruff. We will conduct today's meeting in 3 parts. First, we will complete the business portion of the meeting. During this portion, shareholders will have the opportunity to vote and submit questions on each item of business described in our notice of meeting. Following the business portion of the meeting, our CEO, Dean Setoguchi, will provide a brief presentation and business update on Keyera.

The final portion of the meeting will consist of a question-and-answer session to address inquiries that have been submitted online during the meeting. Please be reminded that only shareholders and proxy holders who have logged on to the meeting using their 12-digit control number are eligible to vote during this meeting. These shareholders and proxy holders may vote on any and all business items at any time during the business portion of the meeting. Thank you to those shareholders who voted prior to the meeting. If you voted in advance and do not wish to change your vote, there is nothing further you need to do. If you wish to now change your vote, you can submit your vote online during the meeting. This action will have the same effect as revoking your previously submitted proxy. Instructions on how to vote will appear on your screens.

To vote, please click on the Voting tab at the top of the online platform. Voting polls will remain open until the conclusion of the business portion of the meeting. Shareholders and proxy holders may also submit questions at any time during the meeting. To submit a question, please use the Ask a Question tab at the top of the online platform. You may submit a question at any time from now until the conclusion of the Q&A portion of the meeting. We will endeavor to answer as many of these questions submitted as we can during the meeting. Unanswered questions will be addressed at our website at www.keyera.com shortly following the meeting. I would also like to remind you that some statements made in this meeting may be considered forward-looking.

We also encourage you to review the cautionary statements and other information contained in our filings on SEDAR, which outline a number of factors that could cause actual results to differ materially from those projected at any forward-looking statements made during the meeting. Copies of these filings are available on our website at keyera.com or on SEDAR at sedar.com. As the virtual format of this meeting depends on technology, we appreciate your patience in the event we need to pause or experience technical issues during the meeting. I will now invite our board chair, Jim Bertram, to call the meeting to order.

Jim Bertram
Board Chair, Keyera

Thank you, Michael. It is now shortly after 10:00 A.M. Mountain Standard Time on May ninth, 2023. This meeting is officially called to order. As provided in our bylaws, I will act as chairman of this meeting. Michael Reid will act as secretary. Jackie Fisher and Kendra Milton of Odyssey Trust have been appointed to act as scrutineers for the meeting. We will now deal with the business items specified in the notice of the meeting. Voting on these items will be conducted by poll. You may vote on all or any one of the business items at any time prior to closing of the polls. I now declare voting to be open on all resolutions. I now ask Michael to lead us through each of these business items. Michael.

Michael Reid
Director, Legal and Associate General Counsel, Keyera

Thank you, Jim. I confirm that on April third, 2023, the notice of meeting, related management information circular, and form of proxy were mailed to shareholders of record as of March 22nd, 2023. The scrutineers' report shows that a quorum of shareholders is present for the transaction of business at this meeting. A copy of the scrutineers' report, along with an affidavit confirming the mailing of the notice of meeting and related meeting materials, will be filed with the records of today's meeting. With respect to the formal business portion of the meeting, I will read each business item. We will then pause briefly to enable shareholders and proxy holders an opportunity to vote and to confirm whether any related questions have been submitted through the online platform.

Where a question has been received on a specific business item, we will seek to address it at that time. Questions of a more general nature will be addressed during the Q&A portion of the meeting. Please submit any questions regarding these items using the online platform now. As Jim noted, voting for all business items is now open. Voting will remain open until the last item of business is concluded and voting is declared to be closed. Certain shareholders have volunteered to move or second the motions in respect of each business item. I will call on these individuals at the appropriate time. Preliminary voting results have been received and will be announced at the conclusion of the formal business portion of the meeting. The first item of business is to receive the audited consolidated financial statements for the year ended December 31st, 2022.

The financial statements have been approved by the board of directors and previously mailed to shareholders. I confirm that we have received no questions on the financial statements. As no vote by shareholders is required or proposed with respect to the financial statements, I will proceed to the next item. The second item of business is the election of directors. The board has fixed the number of directors to be elected at this meeting at 11. Accordingly, there are 11 directors nominated for election at this meeting. Information about each of our 11 director nominees is provided at pages 19 through 25 of our 2023 management information circular. Shareholders have the ability to vote for or against each individual director nominee.

In accordance with the advance notice provisions of our bylaws, the only person nominated to stand for election at this meeting are the director nominees set forth in our management information circular. As there are no further nominees, I declare the nominations closed. May I please have a motion on this item?

Christine Hoendorf
Shareholder, Keyera

My name is Christine Hoendork. I am a shareholder, and I move that each of Jim Bertram, Isabelle Brassard, Michael Crothers, Douglas Haughey, Blair Goertzen, Gianna Manes, Michael Norris, Thomas O'Connor, Charlene Ripley, Dean Setoguchi, and Janet Woodruff be hereby elected directors of Keyera Corp. to hold office until the next annual meeting of shareholders or until their respective successors have been appointed.

Eva McLatt
Shareholder, Keyera

My name is Eva Melek, I'm a shareholder, and I second the motion.

Michael Reid
Director, Legal and Associate General Counsel, Keyera

Thank you, Eva. Mr. Chairman, I confirm that we have received no questions on the election of directors. Shareholders and proxy holders are invited to submit their vote now if you have not already done so. If you have already voted or sent in a proxy, there is no need to do anything further unless you wish to change your vote. The next item involves the appointment of Deloitte LLP Chartered Accountants as the corporation's independent auditors for the upcoming year. The board of directors recommends the appointment of Deloitte LLP as auditor. May I please have a motion on this matter?

Christine Hoendorf
Shareholder, Keyera

My name is Christine Hoendorf. I am a shareholder, I move that Deloitte LLP Chartered Accountants be appointed auditors of the corporation to hold office until the next annual meeting of shareholders of the corporation at such remuneration as shall be fixed by the board of directors.

Eva McLatt
Shareholder, Keyera

My name is Eva Melek, I'm a shareholder, and I second the motion.

Michael Reid
Director, Legal and Associate General Counsel, Keyera

Thank you, Eva. Mr. Chairman, I confirm that we have received no questions on the appointment of auditors. Shareholders and proxy holders may submit their vote now if they have not already done so. Those who have already voted or sent in a proxy need not take any action unless you wish to change your vote. The next item of business is a resolution to reconfirm and approve Keyera's Shareholder Rights Plan. The Shareholder Rights Plan was last approved by shareholders at our May 12th, 2020 annual meeting of shareholders. The Shareholder Rights Plan must be approved by shareholders every 3 years. The full text of the resolution is set out on pages 16 and 17 of our 2023 management information circular. The board of directors recommends that shareholders vote in favor of the resolution. May I please have a motion on this matter?

Christine Hoendorf
Shareholder, Keyera

My name is Christine Hoendorf, I am a shareholder, and I move that the resolution set out at page 17 of the 2023 management information circular with respect to Keyera's Shareholder Rights Plan be approved.

Eva McLatt
Shareholder, Keyera

My name is Eva Melek, I'm a shareholder, and I second the motion.

Michael Reid
Director, Legal and Associate General Counsel, Keyera

Thank you, Eva. Mr. Chairman, I confirm that we have received no questions on this item. Shareholders and proxy holders may submit their vote now if they have not already done so. Those who have already voted or sent in a proxy need not take any action unless you wish to change your vote. The last item of business is an advisory vote on the corporation's approach to executive compensation, commonly referred to as say on pay vote. The full text of this advisory resolution is set out at page 18 of our management information circular. The board of directors recommend shareholders vote to approve this resolution. I will now ask for a motion on this matter.

Christine Hoendorf
Shareholder, Keyera

My name is Christine Hoendorf, I am a shareholder, I move that the ordinary resolution set out at page 18 of the management information circular with respect to the corporation's approach to executive compensation be approved.

Eva McLatt
Shareholder, Keyera

My name is Eva Melek, I'm a shareholder, and I second the motion.

Michael Reid
Director, Legal and Associate General Counsel, Keyera

Thank you, Eva. Mr. Chairman, I confirm that we have received no questions on this item. We invite shareholders and proxy holders to submit their vote now if you have not already done so. As this is the last item of business before the meeting ends, for those who have not voted on all resolutions, please do so now. Jim, I confirm that the shareholders have now had an opportunity to vote.

Jim Bertram
Board Chair, Keyera

Thank you, Michael. As everyone has now had an opportunity to vote, I now declare the voting polls for the meeting to be closed. Michael, I would ask that you now please read the preliminary voting results for the meeting. Michael?

Michael Reid
Director, Legal and Associate General Counsel, Keyera

Thank you, Jim. I have received the scrutineer's report and can confirm the preliminary voting results are as follows. Each of the 11 nominated directors have been elected with an average support of over 98% of shares voted or represented at the meeting. Deloitte LLP have been duly appointed as the corporation's auditor for the upcoming year, with support of over 82% of shares voted or represented at the meeting. The Shareholder Rights Plan reconfirmation and approval resolution has been duly approved with the support of over 97% of shares voted or represented at the meeting. The say on pay advisory resolution has been duly approved with support of over 96% of shares voted or represented at the meeting. Final voting results will be filed on our website as well as SEDAR as soon as practicable following the meeting.

Jim Bertram
Board Chair, Keyera

Thank you, Michael. As that now concludes the formal business of the meeting, I now declare the formal business portion of the meeting to be terminated. I will now turn the meeting over to Keyera's CEO, Dean Setoguchi, who will provide a brief management presentation. Dean's presentation will be followed by a question-and-answer session to address inquiries submitted during the meeting. You may continue to submit questions using the online platform until conclusion of the answer, question-and-answer session of the meeting. Dean?

Dean Setoguchi
President and CEO, Keyera

Thanks, Jim, and good morning, everyone. I'm pleased to welcome you to this virtual event today. Before we begin, I want to take a moment to address the ongoing wildfire situation across central and northern Alberta. Our first priority is the safety of our people, the surrounding communities and emergency responders. Thankfully, all Keyera employees and their families in the affected areas are safe and accounted for. As a precaution, we have shut in several of our gas plants. We continue to monitor the situation and will restart as conditions allow. We'd like to thank all emergency response personnel involved in fighting these fires and hope that all remain safe. I now turn your attention to some of the usual standard wording to address the risks associated with forward-looking statements, non-GAAP, and other financial measures included in this presentation. This can be found on our website.

At Keyera, our vision is to be the North American leader in delivering energy infrastructure solutions. We strive to be the very best at what we do. First and foremost, this means maintaining a safe workplace. At Keyera, safety is a value. It's critical for our operations and even more so for every worker. Our focus on safety translates into higher reliability, which is crucial for customer satisfaction. We've always been a very customer-focused company, and we want to be the preferred service provider. This, along with a disciplined financial approach, a focus on returns, and growing DCF and dividends per share, will lead to best-in-class total shareholder returns. Canada's vast resources will be essential to meeting the world's growing energy demand for decades to come. As you can see in the left of the slide, according to the International Energy Agency's latest forecast, renewables will play an increasing role.

Oil and natural gas will still be required for nearly half of the world's energy needs up to 2050. Canada has significant re-reserves with very competitive supply costs, and our industry is pushing aggressively towards reducing emissions. With increasing export capacity, Canada is well-positioned to be a reliable global supplier of responsibly produced energy. Our strategy is guided by four pillars that help us deliver long-term value for our shareholders. First is demonstrating financial discipline. We take a conservative approach to financial management, which has served us well during all market cycles. Second is continuing to drive the competitiveness of our assets. We maintain a relentless focus on cost, reliability, and customer service. Third is strengthening our integrated value chain.

With the completion of the KAPS project, we are one of only two companies in Canada that can provide a fully integrated bundling of NGL services for our customers. Finally is ensuring long-term business sustainability. We seek to do the right things for the right reasons. We're committed to continue to improve in all elements of our environmental, social, and governance performance. The successful execution of our strategy led to Keyera's strong performance in 2022. I'm very proud of the results that we delivered. I'll highlight a few accomplishments. Our focus on safety resulted in a 50% year-over-year reduction in our annual lost time injury frequency. We achieved record annual adjusted EBITDA of over CAD 1 billion. We distributed CAD 426 million in dividends back to our shareholders.

We executed the biggest growth project in the company's history and still exited the year in a strong financial position. We acquired an additional 21% working interest at our Fort Saskatchewan complex, a very strategic acquisition, which added significant and immediate frac capacity in a tight market. Lastly, we progressed our much-anticipated KAPS project towards completion. Last year, we delivered within our target range in almost every component of our financial framework. I wanna emphasize that maintaining a conservative leverage position has always been part of our DNA. Our 2022 year-end leverage was 2.5 times at the low end of our target. We generated a competitive corporate return on invested capital of 16%.

While our fee-for-service margin contribution is currently below our target, it's poised to grow steadily as we bring on long-term take-or-pay projects such as KAPS and continued growth in our base infrastructure business. Our dividend payout ratio was 65% of distributable cash flow, well within our targeted range. Today, we released our results for the first quarter of 2023, which was a continuation of strong performance. We delivered solid adjusted EBITDA and distributable cash flow per share, supported by strong contributions from each of our three business segments. Our G&P and liquids infrastructure segments both delivered record quarterly realized margins, and our marketing segment delivered another strong quarter. KAPS is now in service. KAPS is a game changer for Keyera as it connects the Montney Duvernay to our core infrastructure in Edmonton and Fort Saskatchewan.

This asset allows us to better compete for customer volumes. It provides customers with a much-needed competitive alternative on a new pipeline. We can offer bundled services that benefit all parts of our value chain. It also allows us to leverage our integrated platform to unlock future growth opportunities. This could include fractionation deep bottlenecks or expansions, or even the proposed Zone Four expansion. In December of last year, we announced the purchase of an additional 21% interest in our Fort Saskatchewan facility. This added more than 25% incremental capacity to frac, DE, NGL storage, and pipeline connectivity between Edmonton and Fort Saskatchewan. Key advantages of this transaction are, first, adding available frac capacity in a very tight market. This capacity can be leveraged to attract volumes in bundled deals across our integrated platform. Second, avoiding the risk of building new capacity in a highly inflationary environment.

Finally, the transaction was immediately cash flow accretive. Now that we have the key pieces in place, our Montney G&P footprint is connected via the KAPS pipeline to our expanded KFS capacity. Our fully integrated model allows us to provide services to our customers right from wellhead to end market. The projects that we have recently completed and those currently underway, like the Pipestone gas plant expansion, are supporting adjusted EBITDA growth from our fee-for-service business. We expect this growth rate to average 6%-7% annually from 2022 to 2025. We're also mindful of positioning the company for long-term growth. While the composition of future energy sources will change, it will still need to be transported, stored, and marketed. That's something we already do very well for our customers today.

We are uniquely positioned to create a very strong energy transition business. An example of this is our Low Carbon Hub strategy, focusing on the Edmonton and Fort Saskatchewan corridor that you can see in the left of the slide. This corridor represents 27% of Alberta's overall GHG emissions. As you can see on the right, we can leverage our existing land, assets, and industry partnerships to provide low carbon services to not only Keyera's existing assets, but also other industrial players along the corridor. Last year's collaboration announcements with Shell and CN on potential low carbon projects are testaments to this strategy. We continue to make progress on our ESG journey.

I'll reference a few highlights here. We've reduced GHG intensity by 12% from 2019 to 2022 and are on track to achieve our emissions intensity reduction targets of 25% by 2025 and 50% by 2035. On the social side, we remain committed to indigenous communities through engagement and partnerships. For example, we contracted with 60 indigenous-owned or affiliated entities for the KAPS project construction. On the governance front, last year, we stood up a new Governance and Sustainability Committee of the board to oversee our ESG priorities and stakeholder engagement efforts. Our efforts on ESG performance are being recognized by leading ESG rating agencies. Later this year, we'll be publishing an update on our latest ESG performance metrics. Advancing ESG performance is critical to our success as it helps us become a more profitable and resilient organization.

Keyera has a long history of generating superior returns. Our average 5-year return on invested capital is 15%. This, along with a disciplined financial framework, have allowed the delivery of sustainable dividend growth through various market cycles. For context, our average dividend per share growth rate has been 6% per year over the last 15 years. We achieved all of this while maintaining a strong and conservative financial position. Keyera is now at a free cash flow inflection point. With a heavier spend of the last several years behind us, our immediate priority is to bring these new projects on stream. With our balance sheet in great shape, we'll be looking to balance increasing returns to shareholders with continued funding of growth investments.

On behalf of Keyera's Board of Directors and the management team, I'd like to thank our employees, indigenous peoples, customers, shareholders, and other stakeholders for the continued support. Jim?

Jim Bertram
Board Chair, Keyera

Thank you, Dean. We'd now like to open the question-and-answer session to respond to any questions submitted during the meeting. Michael, can you please read any questions that have been submitted during the meeting?

Michael Reid
Director, Legal and Associate General Counsel, Keyera

Jim, I can confirm that we have received no questions.

Jim Bertram
Board Chair, Keyera

Thank you, Michael. Seeing as there are no further questions, this concludes our question-and-answer period. On behalf of the board and management of Keyera, I wish to thank you for your participation today and for your continued support of Keyera. Wish all of you the best and hope that each of you and your loved ones stay healthy and safe.

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