Good morning, ladies and gentlemen, and welcome to the Lundin Mining Annual Meeting. Your speaker for today will be Marie Inkster. Marie, you have the floor.
Thank you very much, Operator. Good morning, ladies and gentlemen. I'm Marie Inkster, the President and Chief Executive Officer of Lundin Mining Corporation. Before we start, I would like to acknowledge and thank Mr. Bill Rand for his dedication to Lundin Mining. As you know, Bill will not be standing for re-election this year. Bill has been an invaluable part of the corporation since its incorporation in 1994. It is without exaggeration that Lundin Mining is the success it is today, in large part due to Bill's guidance and stewardship through many periods of challenge and growth over the past 25 years. Bill, on behalf of all of us, thank you for your dedicated service to Lundin Mining and to our shareholders. I would also like to note that all nominees, as well as certain members of the senior management team and board of directors, are attending today's meeting virtually.
Welcome to this 2020 Annual Meeting of Shareholders. Today's meeting is being held virtually due to the health impact of the COVID-19 pandemic. Consistent with Lundin Mining's focus on safety, we have taken this step to ensure the health and safety of our shareholders, directors, employees, and the communities in which we live.
The matters to be considered at today's meeting are as follows: the receipt of the corporation's audited, consolidated financial statements for the year ended December 31, 2019, and the report of the auditors on those statements, the election of directors for the ensuing year, the appointment of PricewaterhouseCoopers LLP Chartered Professional Accountants as the auditors of the corporation, and authorization for the board of directors to determine the remuneration to be paid to the auditors, an advisory vote on executive compensation, a resolution to approve an amendment to the amended and restated incentive stock option plan of the corporation to increase the number of common shares reserved for issuance under that plan by 12 million common shares to an aggregate of 42 million common shares, and any other matters which may be properly brought before the meeting.
Shareholders or proxy holders may ask questions at any time during the meeting by submitting the question in writing in the text box labeled "Ask a Question." We will respond to questions regarding all matters of formal business after each motion has been read. Questions that do not relate to the formal business of the meeting will be addressed in the question and answer session following the conclusion of the meeting. Please submit your questions or comments now. With the consent of the meeting, I will act as Chair of the Meeting, and in accordance with the bylaws of the corporation, Annie Laurenson will act as the Secretary of the Meeting. With the consent of the meeting, Leanne Branston and Alicia Mohammed of Broadridge Financial Solutions will act as the scrutineers.
I have received an affidavit from Broadridge confirming the mailing of the notice of meeting together with the management information circular and form of proxy to the corporation's shareholders and to the directors and auditors of the corporation. I direct that a copy of the notice, together with a proof of mailing, be filed with the records of the meeting. The scrutineers have provided a report regarding shareholder attendance at the meeting. Based on the preliminary tabulation of proxies received to date, I accept the scrutineer's report and declare that a quorum of shareholders is present. I also declare this meeting to be properly called and duly constituted for the transaction of business. The scrutineer's report will be incorporated into the minutes of this meeting. Before we consider the business of the meeting, I would like to comment on the voting procedures to be used at today's meeting.
To facilitate the formal business of the meeting, Mr. Dale Peniuk will propose, and Ms. Catherine Stefan will second the formal motions. At any time during the meeting, registered shareholders who have not already provided voting instructions or appointed a proxy holder that are logged on and wish to vote their shares may do so by clicking on the "Vote Here" button on your screen. Proxy holders may also vote now using the same method. The polls will remain open until just before the conclusion of the formal business of the meeting. If you have voted your shares prior to the start of the meeting, your vote has been received by the corporation's scrutineers, and there is no need to vote those shares during the meeting.
As a reminder, shareholders or proxy holders may ask questions at any time during the meeting by submitting the question in writing in the text box labeled "Ask a Question." We will respond to questions regarding all matters of formal business after each motion has been read. Questions that do not relate to the formal business of the meeting will be addressed in the question and answer session following the conclusion. Please submit questions or comments now. As the first item of business, I now present to the meeting the audited, consolidated financial statements of the corporation for the year ended December 31, 2019, together with the auditor's report to shareholders. I note that copies of these documents have been mailed to the shareholders who had requested them, and they are available online. These documents can also be found under meeting materials on this webcast.
I ask that the Secretary keep a copy of these statements with the minutes of this meeting. The next item of business is the election of the directors of the corporation. The corporation did not receive notice of any director nominations in connection with this meeting within the time prescribed by the advance notice requirements in the corporation's bylaws. Accordingly, at this meeting, the only persons eligible to be nominated for election to the board are the persons nominated by management as set out in the management information circular. The shareholders are being asked to elect the directors of the corporation to serve until the next annual meeting of shareholders or until their successors are elected or appointed or until they otherwise cease to hold office. Information pertaining to each of the nominees for election as director was included in the management information circular on pages 14 to 18.
Each of the nominees, as set out in the management information circular, are currently serving as directors of Lundin Mining, except for Mr. Heppenstall, who is standing for election for the first time this year. I will now request that someone propose the eight nominees to be elected as directors of the corporation.
I nominate the eight director nominees, as set out in the management information circular, for election as directors of the corporation to serve until the close of the next annual meeting of shareholders or until their successors are elected or appointed or until they otherwise cease to hold office. The nominees for election as directors are Lukas Lundin, Donald Charter, John Craig, Ashley Heppenstall, Marie Inkster, Peter Jones, Dale Peniuk, and Catherine Stefan .
Since there can be no further nominations, I declare the nominations closed. Annie, have we received any comments or questions relating to this item of business?
No, we have not received any comments or questions.
As a reminder to shareholders and proxy holders voting at the meeting, to vote on this item of business under item number one in the voting section on the right hand of the screen, you will find listed the names of the eight nominees for election to the board of directors listed in the management information circular. For each nominee, you may vote for or withhold from voting in respect of that nominee. If you have already provided voting instructions or submitted a proxy, you do not need to vote on this matter. I have been advised by the scrutineers that a significant majority of the proxies received by management prior to the meeting have been voted for the election of each of the persons nominated to serve as directors. I confirm that the eight director nominees named in the management information circular have been elected as directors.
The next item of business is the appointment of the corporation's auditors. The audit committee and the board have recommended the reappointment of PricewaterhouseCoopers LLP, as more particularly described on page 12 of the management information circular. Can I please have a motion that the corporation appoint PricewaterhouseCoopers LLP Chartered Professional Accountants as the corporation's auditors to hold office until the close of the next annual meeting of shareholders and authorize the directors to fix the remuneration paid to the auditors?
I move that PricewaterhouseCoopers LLP Chartered Professional Accountants be appointed as the corporation's auditors to hold office until the close of the next annual meeting of shareholders and to authorize the directors to fix the remuneration paid to the auditors.
Thank you, Dale. May I have a seconder?
I second that motion.
Thank you, Catherine. Annie, have we received any comments or questions related to this item of business?
No, we have not received any comments or questions. Thank you.
As a reminder to shareholders and proxy holders voting at the meeting to vote on this item of business under item number two in the voting section on the right hand of the screen, you may vote for or withhold from voting in respect of this motion. You may not vote for any accounting firm other than PricewaterhouseCoopers LLP. If you have already provided voting instructions or submitted a proxy, you do not need to vote on this matter. I have been advised by the scrutineers that a significant majority of the proxies received by management prior to the meeting have been voted for the motion, and I declare the motion carried. The next item of business is the advisory vote on executive compensation, commonly known as say-on-pay. All is more particularly described on page 13 of the management information circular.
As this is an advisory vote, the results will not be binding on the board of directors. However, the board and the Human Resources and Compensation Committee of the board will take the results of this vote into account as appropriate when considering future compensation policies, programs, and decisions. Can I please have a motion for the resolution set out under the section entitled "Advisory Vote on the Corporation's Approach to Executive Compensation" in the management information circular?
I move that the shareholders accept the resolution on the corporation's approach to executive compensation as set out in the management information circular.
Thank you, Dale. May I have a seconder?
I second that motion.
Thank you, Catherine. Annie, have we received any comments or questions related to this item of business?
No, we have not received any comments or questions.
As a reminder to shareholders and proxy holders voting at the meeting to vote on this item of business, under item number three in the voting section on the right hand side of the screen, you may vote for the motion or against the motion. If you have already provided voting instructions or submitted a proxy, you do not need to vote on this matter. I have been advised by the scrutineers that proxies received by management prior to the meeting representing a significant majority of the votes cast prior to the meeting have been voted in favor of the motion.
The next item of business is the approval of amendments to the amended and restated stock option plan of the corporation to increase the number of common shares reserved for issuance under that plan by $12 million common shares to an aggregate of $42 million common shares since the inception of the plan. All is more particularly described under the heading "Amendment to the Corporation Stock Option Plan" on page 13 of the management information circular. In order to be effective, this resolution must be approved by the affirmative vote of a majority of the votes cast at this meeting in person or by proxy. Can I please have a motion to approve the resolution set out under the section entitled "Amendment to the Corporation Stock Option Plan" in the management information circular?
I move that the resolution set out in the management information circular under the heading "Amendment to the Corporation Stock Option Plan" be passed.
Thank you, Dale. May I have a seconder?
I second that motion.
Thank you, Catherine. Annie, have we received any comments or questions related to this item of business?
No, we have not received any comments or questions.
As a reminder to shareholders and proxy holders voting at the meeting to vote on this item of business, under item number five in the voting section on the right hand of the screen, you may vote for the motion or against the motion. If you have already provided voting instructions or submitted a proxy, you do not need to vote on this matter. I have been advised by the scrutineers that a significant majority of the proxies received by management prior to the meeting have been voted for the motion, and I declare the motion carried. I declare the polls are now closed with respect to voting on all of the motions. The final report on the voting results provided by the scrutineers after the meeting will be incorporated into the minutes of the meeting.
After the meeting, we will also post the final voting results on the corporation's website and will file the results on SEDAR. Annie, are there any other formal business matters to be brought before the meeting?
No, there are no other formal business matters at this time.
Since there are no other matters of business to come before the formal part of the meeting, the meeting is concluded and terminated. I would like to thank you for your participation and for your interest in Lundin Mining. I will now address any questions which relate to the corporation's business. Annie, have we received any questions?
No, we have not received any further comments or questions. Thank you, Marie.
Okay. Since there are no questions, I will thank everyone for attending the meeting today and for your ongoing support and interest in Lundin Mining, and we will conclude the call. Thank you very much.
Ladies and gentlemen, this concludes your call. You may now disconnect.