AGM 2021

Apr 23, 2021

Ladies and gentlemen, Louis Varchon, President and Chief Executive Officer Laurent Ferreira, Chief Operating Officer the members of the Office of the President and the members of the Board of Directors and myself welcome you to the bank's 2021 Annual Meeting of Shareholders. We would have preferred meeting you in person. However, being again this year in the unusual context of the COVID-nineteen pandemic, we continue to prioritize the well-being of our shareholders, employees, clients and communities in which we operate. And for these reasons, this year annual meeting will again be in a virtual only format. We are pleased to announce that Group and former executive of the Caisse de depotuest Place Montiquebelque is a first time candidate for election to the board. His impressive professional background and expertise in finance, business and risk management as well as in the implementation of environmental measures and sustainable development strategies are a great asset to the board. You will find his biography in the circular on Page 30. Our dear colleague, Raymond Bachand ends his term today after 7 years of loyal service on the bank's Board of Directors. Throughout his tenure on the board, Raymond Bachand has provided the bank with valuable input and high level expertise and has demonstrated great integrity. He was a member of the Risk Management Committee and the Conduct Review and Governance Committee. We thank him most sincerely for his commitment to the bank. I will now ask Dominique Paradis to take a few minutes to explain to you how the online voting will be conducted. Dominique? Good morning. First of all, I would like to remind shareholders who have already voted and who do not wish to change their vote have nothing more to do. With respect to everyone else, you may vote online by going to bnc. Cainvestorrelations in the Annual Meeting section of the bank's website. Click on the webcast link and you will be redirected to the Lumi Global website, which operates the online voting platform. Click on I have access. Enter the control number that you received from Computershare, which serves as your username and then enter the password BNC2021. Please note that BNC must be written in capital letters. You received your control number via the proxy form that you were sent by mail or e mail or when you registered as a proxy holder with Computershare, our transfer agent. You may also attend the webcast as a guest via the same link. Those who prefer may also take part in the Annual Meeting by phone in listen only mode. The relevant phone numbers are posted on the bank's website in the Annual Meeting section. Thank you, Dominique. The meeting will proceed as follows. First, I will say a few words, after which Louis Vachon will address you. We will then proceed with the receipt of the financial statements, the election of directors, the executive compensation proposal, the appointment of the independent auditor and the proposal to replenish the number of common shares of the bank reserved for issuance under the stock option plan. You will have noted that there are no shareholder proposals to be voted on this year. However, the bank and Medac have agreed to include in the circular for information purposes only and without a vote proposals number 127. Mr. Willi Gagnon will briefly present the proposals on behalf of Medac. Finally, there will be a question period at the end of the meeting. The meeting will be conducted primarily in French, but you will be able to communicate with us in French or English. Simultaneous translation will be provided in English and French on the webcast and on the telephone bridges. These will be conducted in French. However, anyone addressing this assembly may use either English or French. The proceedings are being translated simultaneously on the webcast and phone lines. It will be possible for shareholders and proxy holders present online to submit questions relating to each of the proposals. Questions may be submitted via chat using the Ask a Question dialog box or in person verbally. In the latter case, simply send in your telephone number via the ask a question dialog box so that Lumi Global can reach you by telephone. It will also be possible for shareholders and proxy holders present online to submit questions of general interest during the question meeting at the end of the meeting, either through the chat line or in person, following the same procedure I have just outlined. In order for your questions to be dealt with in a timely manner, I ask that you submit them or that you send in your phone number as soon as possible. Please be sure to indicate whether you are speaking as a shareholder or as a proxy holder. Please note that your questions or telephone number will not be visible to other meeting participants. We ask that you avoid questions of a personal nature. And in the interest of efficiency, we will group questions that touch on similar topics. Some of the statements to be made today contain or may contain forward looking statements. I invite you to consult our financial reports for more details regarding forward looking statements. I appoint Ms. Martin Gauthier of Computer Shared Trust Company of Canada to act as scrutineer for this meeting. The scrutineer has advised me that a quorum is present. Furthermore, I have been informed that the notice of meeting has been sent to the shareholders in accordance with the Bank Act. I therefore declare this meeting duly convened and constituted for the transaction of business. The past year has been a challenging one for the world in terms of both public health and the economy. Despite the unpredictable environment caused by the pandemic, the bank was able to deliver good results and strong returns to shareholders. We also started 2021 with a strong first quarter performance, the result of momentum in all our business segments. This is a testament to the adaptability of our franchise and the diversification of our revenue streams. Not surprisingly, the work of the board and its committees was largely focused on COVID-nineteen for much of 2020. In times of crisis, the oversight role of the Board of Directors is of particular importance. Increased communication and more frequent special meetings as well as ongoing dialogue with senior management have enabled the board to fulfill its oversight and advisory obligations. In this context, the health and well-being of employees and the continued safe delivery of essential services to our clients were priorities. However, the board continued to invest in the future by also spending considerable time on its other priorities such as strategic planning, the bank's digital transformation, the oversight of technology risk management as well as the senior management succession planning and development process. To this end, earlier this year and following a rigorous succession planning and development process, the board approved the appointment of Laurent Ferrera as Chief Operating Officer. Laurent Ferrera also joined the Board of Directors on February 1. Laurent's extensive experience in risk oversight, Capital Markets and Banking is a great asset to the Board. Laurent has made a remarkable contribution to the transformation of the bank and to the evolution of its culture, which is focused on agility and the principle of people first. We are pleased to have him on board. 2020 was also a year in which we continued to implement our environmental, social and governance strategy. To follow-up on the adoption of our and the signing of the United Nations Principles for Responsible Banking in 2019, In 2020, we published our first ESG progress report. Our first task force on climate related financial disclosures report, TCFD, and announced our target to reduce our greenhouse gas emissions by 25% by 2025. In addition to increased ESG factor reviews and dialogue, ESG responsibilities are now well integrated into the mandates of the board and all board committees. Leadership in governance is fundamental to maintaining a focus on these issues and having a positive impact for all our stakeholders and our board is a leader in this regard. The bank also takes great pride in valuing the importance of diversity and inclusion. Every day, we are committed to promoting this at the board level and throughout our business units as well as in the community. These people centered core values enrich our relationships and make the bank an inclusive organization. From the very beginning of the crisis, our priority has been the well-being of our employees, our clients and our communities. We made all of our decisions in light of our mission, which is to put people first. I am proud of the way we have adapted which would not have been possible without the great dedication of our employees and the profound transformation of the bank over the past few years. I would like to sincerely thank all of our employees for their day to day efforts and their commitment to the bank's success. All employees deserve recognition for their dedication and their flexibility in this challenging environment. Before turning the floor over to our President and Chief Executive Officer, I would also like to acknowledge the remarkable leadership that each member of the office of the President has demonstrated in the face of adversity throughout the past year. We have skilled and experienced leaders across the bank, all of whom have contributed to making a positive impact on clients, employees and communities. I would now like to invite Louis Varchon, President and Chief Executive Officer to address you. Thank you, Mr. Oud. Dear shareholders, clients and colleagues, members of the Board of Directors, hello and thank you for being with us today. And thanks for joining us today. I would also like to say hello in Chimera to our 6,400 employees and 1,200,000 clients at ABA Bank in Cambodia. So bear with me, please, and you're going to hear a little bit of Cambodian with a Bose accent. I was saying hello and thank you so much to our Cambodian colleagues, And I was telling them that we can't wait to visit them as soon as the health rules and regulations will permit. And I wish to emphasize that around the world, our employees were up to the task of helping those of our clients who struggled and I would like to thank them wholeheartedly for this. And at this time, I would like to introduce the members of the Office of the President for you. They are in alphabetical order Stephane Achard, Lucie Blanchet, William Bonnell, Laurent Ferreira, Martin Gallien, Nathalie Generoux, Denis Girouard, Jeanie Rouault, Denis Girouard, Brigette Hebert, Julie Levesque, Jeissez Lamparin and yours truly. With 2 special mentions here, Julie Levesque joined the Office of the President on June 1 last year as Executive Vice President, Information Technology, a role in which she succeeded Dominique Fanuel, who retired in October. More recently, Laurent Ferrerra was named Chief Operating Officer. He is in charge of personal and commercial banking, wealth management, financial markets, information technology and banking operations since February 1. As you know, each year, we work to maintain a balance between our stakeholders, our clients, our employees, our shareholders and the community. Let's start with our clients. As a response to the financial and economic context brought about by COVID-nineteen, the bank rapidly deployed extensive support measures for its clients affected by the pandemic. Personal clients benefited from, among other measures, deferrals on mortgage and credit card payments and some banking fees were also dedicated approach was deployed for seniors including priority call processing. Commercial clients also have access to support measures such as an emergency account, payment moratoria and various financial aid programs. We continue to work on an individual basis with our clients who have been affected by the situation. We've maintained our investments in service accessibility and the strength of our brand with channels that are continuously adapting as needed, an improvement of our digital solutions offerings, a progressive deployment of our new in branch experience and a new call center in Sherbrooke, which includes it creates more than 200 employees and economic spinoffs of more than $10,000,000 for the Sherbrooke area. We've also deployed marketing and financial literacy initiatives such as our partnership with the Canadian Foundation of Economic Education. And our campaign, we're here to answer your questions, which was a success. As well, several client indicators are going up. A very good progress has been made in our attraction and retention indicators, and we've exceeded our growth target for NPS, Net Promoter Score, and we've reached top of the class in Quebec among financial institutions in the last Leger Reputation survey. The bank continues to support entrepreneurs by playing an active role in economic recovery efforts. For example, we've launched the National Bank SME Growth Fund in partnership with the government of Quebec. This allows us to support Quebec's economic recovery and helps SMEs with their digital transformation with an initial capitalization of $200,000,000 The first investment was paid out last week. We continue to work closely as well with about 20 Fintechs and the bank maintains its commitment towards incubators and accelerators for businesses. It is already supporting most of those affiliated with Quebec Universities. The real estate market. For the vast majority of Canadian families, their house is their single largest financial asset. As we know, the residential real estate market is very active. The bursting of a speculative bubble in this segment of the economy would have very negative social and economic consequences. Policymakers and bankers in this country are, in my view, fully aware of this. The current public discussion on the housing market are therefore very apropos. New macro prudential adjustments to mortgage underwriting criterias may be required over the next 6 to 12 months. However, there are a lot of moving parts to this market and we would recommend further analysis on 3 important points before implementing new policy adjustments. Clearly, the COVID-nineteen pandemic is impacting the market. Some of these impacts may be permanent, others transitory. So the three questions would be, the first one, will baby boomers begin to dispose again of their single family properties after the end of the pandemic or keep them much longer, thereby negatively impacting one source of supply of housing? Second question, speaking of boomers, what is the role and impact of parental support, what we call the Bank of Mom and Dad in financing current buyers. Parental support in theory reduces leverage and systemic risk, but it may worsen social inequalities in accessing single family properties. 3, working from home has appeared to cause a winding of real estate demand to a broader geographical spectrum. The 3rd, 4th and 5th belt of Vancouver, Montreal and Toronto and regional markets like Halifax are benefiting from this. If permanent, that phenomena would justify the price behaviors of properties in these markets. Our suggestion would be for the appropriate federal agency to conduct large scale surveyspolls on these three items. Another suggestion that we would like to offer will be to look at also at micro prudential adjustments to the real estate market. Provincial and industry regulators should look at bringing greater price transparency by regulating or even forbidding, blind bidding for residential properties and make it harder for new buyers to waive their legal rights and warranties visavis the sellers. These policies could better protect buyers and may slow the velocity of the current residential real estate market. A first step could be to hold public consultations on those subjects. From the beginning of the pandemic, the bank committed to promoting the health and welfare of its employees. And I would like to thank in particular those employees who took up all the essential tasks whether in branch, in call centers, at operations and elsewhere since the beginning of the pandemic. Those who can among our employees have been working remotely for over a year now and many support measures have been put into place, notably to help with work life balance. Flexible schedules and conditions have been implemented. We've encouraged unplugging also to concentrate work and professional exchange within regular work hours. Social benefits have also been improved. We've allowed 5 days of additional leave in 2020 2021 as well as an allowance for purchasing material at home or either home office or sports related articles. Telemedicine and psychological consults are also available for free. The level of engagement has progressed in general during the pandemic and the bank has shown a good level of leadership with respect the corporate vaccination campaign in Quebec. Ed has partnered with Montreal through Couche Tard, CH Group, Metro and Bell to support these efforts. These clinics will be localized in Montreal, and Brosard at the Canadian's training center there and will begin in mid May. The bank is working on opening more sites, notably on the North Shore and the Quebec City region and we should have news about this early next week. With respect to a progressive return of our employees into their offices, we have surveyed them and the hybrid mode that is part of the weekly work at home and part of the weekly work at the office is seen in a positive light. Having said that, we continue to increase the and we intend to increase the number of employees present at the office as soon as the health conditions will permit to promote better mental health and to also help revitalize our downtown areas economically. Last year, when we were not in red period, up to 20% of our employees were physically present in our downtown Montreal buildings without any kind of a health incident as well to report. With respect to culture and inclusion, we have a clear plan. Our cultural evolution is targeting adaptation to change as a competitive advantage. We have clear targets set out for the 2023 horizon with several measures. And these targets have been shared with all employees. We signed the United Nations principle for the several lines of women And we're also on the Bloomberg Index of Gender Equality for the 3rd year. We also have several partners for the black communities, the Black Opportunity Fund, the partnership for and being Black in Canada as well as the Black North Initiative. We've also supported the communities at large during the pandemic. The most vulnerable people in society were affected most of all by the health crisis and this is why the bank has given more than $2,500,000 to meet urgent needs in the context of the pandemic. These donations helped several food banks across Canada, the Red Cross, the United Way or Centre in Quebec as well as businesses or organizations working in mental health and other regional organizations. We've also given publicity space to HIMSS Quebec last spring. Retired employees of the bank also remitted more than $3,600,000 to Centre in its annual drive. And since the beginning of the pandemic, the bank has renewed several of its regular donations even though the activities with the organization have been suspended in order to support these organizations. We are a generalist benefactor, and this is our choice. It allows us to support a great variety of organizations, more than 300 in Canada, and we also get $14,000,000 a year in institutional donations alone. On the environmental side, we wish to reduce by 25% our GHG emissions by the end of 2025 with respect to its own operations. And I'm delighted to share with you as well that we will aim net 0 emissions, aim for 0 net emissions by 2,050. We will do this with a well defined strategy with intermediate targets and that we will share progressively as we go along. Our loan portfolio having to do with renewable energy is already growing faster than those loans having to do with non renewable energy. The renewable energy portfolio loans has grown 102% between 2014 2020. Our new ESG report was reported yesterday was published yesterday. I would invite you to read it to have a broader picture of the initiatives at the bank. In 2019, we were among the first signatories of the responsible banking principles of the United Nations in North America. Now these strategic choices made over the last 10 years have generated exceptional results and performance. Over 10 years now, we've had annual composite growth of more 6% in our revenues, PTP of more than 7%, rapid growth of our regulatory capital and our dividends per share has more than doubled as well. We continue to generate superior shareholder performance in all of the time scales. In our industry in Canada, we're first for total shareholder return for 2021 year to date on the 3 year horizon, 5 year, 10 year and 20 year horizons. And on all of those, we also beat the TSX, which is the benchmark index. We remain optimistic for economic growth in 2021 2022 with a real GDP growth of 5.5% for Quebec and Canada and a growth of 3.5% real GDP growth for Quebec and Canada. The qualified labor and non specialized labor shortage can be a growing issue post pandemic. Today, we're one of the 6 systemically important banks in Canada with more than 3,800,000 clients, 26,000 employees, 580 branches and the total assets of $344,000,000,000 on the books. I would like to thank the employees of the bank, the clients, the Board of Directors, my colleagues from the Office of the President and all our different partners for the work, the resilience and the confidence they've shown over the last year. Year. The bank has been in existence for 160 years and has always been an engine of social economic development and will be a committed partner in the economic recovery. The pandemic has brought about an acceleration of the major changes at work. We're well positioned for the future and we're proud of this. Our financial situation is solid. We manage risk proactively. Our priorities are clear in our business strategy. Our culture is one that is driven by change. Our employees, their passion and the importance of human relations in our day to day work will continue to distinguish the bank and set it apart for years to come. Stay healthy, everyone. Thank you, Louis. We now come to the receipt of the financial statements. The bank's consolidated financial statements for fiscal 2020 and the independent auditors report have been sent to shareholders who have requested them. They are also available online. The financial statements have also already been approved by the Board of Directors in accordance with the Bank Act. To complete this agenda item, I hereby declare that the consolidated financial statements and the independent auditors report for the year ended October 31, 2020 have been received. Denis, are there any questions or comments regarding this item? No, Chairman. We have not received any questions or comments regarding this item. Thank you. We now reach the item dealing with voting on proposals. Once again, I invite Dominique Parady to give us a brief reminder of the general rules that apply to the online voting process. Dominique, shareholders who have not already voted in advance and proxy holders will be able to use the 15 digit control number previously received from Computershare to vote online at the appropriate time. Shareholders who have already voted in advance do not have vote again unless they wish to change their vote. Shareholders and proxy holders will be asked to vote on each of the proposals and their votes will be tabulated and forwarded to the scrutineer in a secure and confidential manner. The voting platform is now open to allow voting on all proposals and will close when the Chairman of the meeting declares the vote closed after the conclusion of the last proposal. To vote, simply select your voting choice from the options displayed on your screen. A confirmation message will appear to indicate that your vote has been received. If the voting choices do not appear on your screen, please click on the ballot icon at the top of your screen. Preliminary voting results will be reported at the end of the meeting and the final detailed report of voting results will be uploaded on the bank's website and posted on SEDAR later today. Shareholders and proxy holders present online may submit comments or questions in connection with each of the proposals by chat or verbally via the Lumi Global platform. We ask that you submit your questions as soon as possible and that you indicate whether you are speaking as a shareholder or proxy holder. To submit a comment or ask a question via chat, please use the Ask a Question dialog box. Or if you wish to communicate verbally, submit your phone number via the Ask a Question dialog box. Please note that the voting procedure can also be found in the Code of Procedure on Page 127 of the circular. Thank you, Dominique. We will now proceed to the consideration of the proposals submitted by the bank's management. First, election of directors. The composition of the board is an essential element of our governance. We have a very capable board that is diverse in terms of gender, male, female, experience and geographic representation. Board succession is based on an ongoing process that identifies potential directors whose profiles match the bank's values. As Chairman of the Board, I would like to take this opportunity to express my sincere thanks to my fellow board members who contribute their experience and wisdom to the bank. Their biographies are also available in the circular beginning on Page 23 and on the bank's website. In accordance with the resolution adopted by the Board of Directors, we will elect 16 directors this year. Their names and photographs will appear on the screen when the proposal is presented. I now invite Dominique Paradis to propose the election of the nominees for the position of Director. Dominique? Mr. Chairman, I move that each of the nominees set out in the circular be elected as the Director of National Bank of Canada to hold office until the close of the next annual meeting or earlier if the Director leaves office. These nominees are: Marise Bertrand, Pierre Blouin, Robert Paris, Lino Saputo, Andre Savoy, Mackital, Pierre Tabel and Louis Vachon. Thank you, Dominique. Denis, are there any questions or comments related to this proposal? No, Chairman, we have not received any questions or comments related to this proposal. I now invite the shareholders to elect the directors. As a reminder, the bank recommends voting for the election of the 16 director nominees. To vote, select your choice from the 2 options displayed on your screen, these being for or abstain. A confirmation message will appear to indicate that your vote has been received. I will pause for a few seconds to allow you time to vote. We now move on to the advisory vote on the Board of Directors' approach to executive compensation. By submitting its approach to executive compensation to an advisory vote, the board is demonstrating its commitment to the bank's shareholders and acknowledging its responsibility for executive compensation decisions. During fiscal 2020, the board and the Human Resources Committee continued to review good governance practices with respect to compensation in a context where best practices are constantly evolving. I invite Dominic Paradis to present this proposal. Dominic? Mr. Chairman, I move that on an advisory basis and without diminishing the role and responsibilities of the board, the holders of common shares accept the approach to executive compensation disclosed in the National Bank of Canada's Management Proxy Circular. Thank you, Dominique. Denis, are there any questions or comments regarding this proposal? Yes, Mr. Chairman. We have received a comment from MEDAC, and the comment reads as follows. Good morning. My name is Willie Gagnon, and I'm acting on behalf of Medac, Mouvement deducation et de Defense des Actionaires. Like every year, we invite shareholders to vote against the banks all the banks' compensation policies for reasons too numerous to list here, but including with respect to the vertical analysis of compensation that we have been asking to disclose for a long time. Desjardins is already disclosing it. Why does the bank not disclose it? Thank you. I now invite shareholders to vote on this proposal. As a reminder, the bank recommends voting for the approach to executive compensation disclosed in the management proxy circular. You must select your vote choice from the 2 options displayed on your screen, either for or against. I will pause for a few seconds to allow you time to vote. We will now proceed with the appointment of the independent auditor. The bank proposes that the professional accounting firm Deloitte be appointed. I invite Dominique Paradis to present this proposal. Mr. Chairman, I move that the professional accounting firm Deloitte be appointed as the independent auditor of the bank for the fiscal year beginning November 1, 2020 and ending October 31, 2021. Thank you, Dominique. Denis, are there any questions or comments related to this proposal? No, Mr. Chairman, we have not received any questions or comments related to this proposal. I invite shareholders to vote on this proposal. As a reminder, the bank is recommending that you vote for the appointment of Deloitte as the bank's independent auditor. You must now select your voiding choice from the 2 options displayed on your screen, 4 or abstain. I will pause for a few seconds to allow you time to vote. We now move on to the replenishment of the number of common shares of the bank reserved for issuance under the stock option plan. The bank proposes to partially replenish the number of common shares reserved for issuance upon the exercise of options issued under the bank's stock option plan by the addition of 7,500,000 common shares. This partial replenishment would bring the number of common shares reserved to 24,126,604 out of a possible maximum of 32,000,000. I refer you to Page 21 of the circular for the complete text of the proposal submitted to the vote of the common shareholders. I invite Dominique Barrady to present this proposal. Mr. Chairman, I submit this proposal as presented in the circular. Thank you, Dominique. Denis, are there any questions or comments related to this proposal? No, Mr. Chairman. We have not received any questions or comments related to this proposal. Thank you. I invite shareholders to vote on this proposal. As a reminder, the bank is recommending a vote for the replenishment of the number of shares reserved for issuance under the bank's stock option plan. You must now select your voting choice from the 2 options displayed on your screen, 4 or abstain. I will pause for a few seconds to allow you time to vote. This concludes the voting period and the voting platform will now be closed. The movement desucationes de Defense des Actionaires, Medac submitted 8 proposals to the bank for the annual meeting. Following discussions with the bank, Medac agreed to withdraw its proposal regarding the employee pension fund. Based on the responses provided by the bank and the information contained on Page 203 of the 2020 Annual Report. Additionally, the bank and Medac agreed to include in the circular for information purposes only and without a vote proposals numbers 1 through 7. The text of all these proposals as well as the bank's responses can be found in Schedule A of the circular, beginning on Page 117. I now invite Mr. Willie Gagnon of Medac to address the meeting so as to present Medac's proposals. Mr. Gagnon, go ahead. Good morning, Mr. Chairman. Can you hear me well? Yes, I hear you very well, Mr. Gagnon. Thank you. My name is Willie Gagnon. I can not only hear you, Mr. Gagnon, I can see you. Yes, indeed. I'm actually going to be talking about that point. So my name is Willie Gagnon. I'm speaking on behalf of the Mouve Mondes des Garcons et de France's auctioneers, Medarc like every year. We're celebrating our 25th anniversary of existence this year. And in disconnection, we submitted a proposal to emphasize this 25th anniversary, a proposal dealing with the purpose of the bank. We would like you to strike a committee to follow-up on this issue, that being the governance committee. And you agreed to this request and you have changed one of the provisions of the mandate of the governance committee stating that it must ensure that the bank carries out its activities in compliance with its practices and with the one mission of the bank. And we are very happy with this. As to the 7 proposals in the circular, they have all been sent to all the major Canadian And we were able to reach agreement with you on the 7 proposals. And we've had some very in-depth exchanges with you, a very high quality. I think that I have spoken with Mr. Brand and more often than I've spoken with my own mother since January, but we're delighted with the results that we've achieved with you. I'd like to simply spell out the reasons why we agreed not to hold a vote on each of our proposals. We had sent in a proposal on virtual meetings. We will soon be issuing guidelines on the organization of such virtual meetings. But we agreed with you, first of all, to make it possible to take part in the meeting orally. I'm happy to see that this actually is available in video mode as well this year. This has not been the case very often elsewhere. I think only one other bank has made this possible. So hats off to you. Everybody now is familiar with virtual meetings and is happy to be on camera. And I think that using a camera should actually be the norm for shareholder meetings. A video option should always be provided. We've also agreed on the principle according to which virtual meetings should resemble as much as possible in person meetings. We also submitted another proposal with respect to the Human Resources Committee. We would like the mandate of the HR Committee to include the issue of the safety, health and well-being of employees. And that is on the mandate of your committee. In fact, this was an example that allowed us to we use this as a springboard to make the same request to other banks. And from what I've understood, almost all of them have agreed with this request. We'd also submitted a proposal with respect to the fallout of the COVID-nineteen health crisis. We've obtained the information we were looking for and I urge shareholders to read the bank's response with regard to that proposal. We are expecting the same level of information next year if the crisis is still ongoing then. We had also sent in a proposal on climate change, and we're delighted that you are signatory of the relevant climate related task force. And we believe that indicators should reflect the financial weight of the bank's involvement in polluting activities, in particular through its loans and investments. And we had sent in a proposal with respect to the circular economy. In other words, the other side of the environmental issue. We've not been able to reach agreement with all the banks on that issue. This is in fact the proposal that gave rise to the largest number of votes this year. But we agreed with you on the basis of two things. First of all, that you've signed off on the principles for responsible banking issued by the United Nations. We are one of only 2 Canadian banks that have done this and we congratulate you for having done so. And we've agreed as to the interpretation of one of the principles contained in this United Nations initiative. The principle being that indicators have to be developed to measure the weight of the bank's financial involvement in the circular economy. And lastly, we sent in a proposal with regard to the board's discretionary powers and the compensation committees with respect to compensation setting. And we are happy with the answer we've obtained. We wanted to know what benchmarks were used by the bank to trigger this power. And once it was triggered, to guide that exercise of the power. And we were happy with your answer, but we are also happy to see that this exercise was not triggered this year. We'll understand that this is the kind of information that we would like to receive every year without necessarily having to submit a shareholder proposal in this regard. And in fact, it is refreshing to conclude the shareholder meeting sessions to by attending a meeting that's held in French and English and in fact, Cambodian Khmer, more Khmer than English possibility. We have to point out that no French was spoken in other bank AGMs. So I would like to make the point that at National Bank, you are making copious use of the French language, and I thank you very much for granting us all this time. I understand that this involves a fair amount of time, a great deal of time in fact, but we're very, very happy with the results we've achieved year. And I thank you once again, Mr. Chairman. I thank you, Mr. Gagnon. Thank you for your kind words towards the teams that work with you on an ongoing basis. We will now open the floor to questions. I would like to remind you that questions must be of interest to all shareholders. Please avoid questions of a personal nature. If your question is of a personal nature, a representative of the bank will contact you after the meeting. In the event that we do not have time to answer all questions, if you have identified yourselves, we will undertake to contact you to answer your question in due course. I will now turn the floor over to Mr. Vachon for the continuation of the question period. Mr. Wood? Thank you, Mr. Wood. First question from Daniel Deschenes of Quebec City, shareholder since 1987. Thank you, Mr. Deschenes for your loyalty. A 2 part question. Firstly, on dividends. We know, of course, that the dividends have been maintained, but they could not increase over the last 12 months following a decision of the Office of the Superintendent of Financial Institutions having to do with the pandemic. Mr. De Chen has noted that during this time, our capitals have continued to accumulate and that we were probably sitting on capital surpluses. And your observation is correct, Mr. Deschenes. I don't want to speculate as to a time line as to when the OSFI will make a decision or change its mind given the pandemic and the variance lending complexity to the current situation. Having said that, I am confident that we will eventually be able to raise our dividends. That would be a first priority for us given the surplus of capital as I indicated this in the quarterly call to shareholders late February. Our priority once we get the green light from OSFI would be to raise our dividend and initially more quickly than we usually do to catch up. As you know, we habitually raised it every 2 quarters and now our profitability has continued to increase over the last 12 months, but dividends have not. So our payout ratio of dividends with shareholders has decreased. We want to do some catching up there, firstly, and secondly, continue the normal fashion and regular fashion of increasing dividends as we used to do. Another question from Mr. DeMend or Deschenes or the other part of his question has to do with the share splitting. You've probably noted that our share price is at $88 as it was last year and that's the last time when we did a 2 for 1 split of our stock. We're willing to listen to ideas, but with digitization of wealth management and stock transactions, stock exchange transactions, it's less and less in fashion to do stock splitting. So in the technological world, dollars 1200 shares and Berkshire Hathaway at $100,000 some dollars. The accessibility issue for small shareholders is less prevalent than it was. And so we're going to take into consideration both sides of this debate and come down on a side probably soon. Mr. Carlson, just to make sure that I reflect your question appropriately. My name is Jeff Carlson, and I'm a beneficial shareholder of National Bank. We have now listened to several proposals that were submitted by MEDAC. It is claimed that these were presented for information purposes. However, we could have read them in the meeting materials. Given any entities such time at AGM to push their agendas that are not intended to be voted on by shareholders is not only bad form, it is entirely misleading. My question, why does the Board of National Bank give time at the AGMs for the presentation of the shareholders' proposals that are not being put to the shareholder vote. So I understand your point of view, Mr. Carlson. I don't know whether it's your first time at the our AGM, it is a reasonable question on your part. We have a long tradition of discussion and dialogue with the Medac. And as Mr. Gagnon was highlighting, we've had a 25 year history of discussions on the issues of governance and others that relate to National Bank. So sometimes we've had proposals submitted and that were voted on. We've for us, it's we feel it is a given the importance of many of these points are, I think, questions that are legitimate questions, some of the proposals of MEDAC. They reflect not only MEDAC, but we feel the point of view of an important segment of Cedille society. And so the compromise with the Medac is in some situation, they will present the shareholder proposal for votes and sometimes we give them airtime to discuss these different proposals. We think it is a reasonable compromise. Our AGMs are among the shortest and the most efficient in the industry. We do not think that it represents a waste of time or any kind of inefficiency. If other groups want to do the same thing, they are welcome to do so. Any other questions scheduled, Christian? Any other questions at this time? Thank you again. I understand that restrictions on increasing shareholders' dividend have been put in place by the federal regulators and not yet been lifted. Shoulder dividends are an important aspect of compensating shoulders who have risked their money to invest in that company. Therefore, it is critical to resume National Bank history of not only regularly paying dividends, but regularly increasing them. My question is, what is National Bank doing, if anything, to convince regulators to remove these restrictions on increasing shareholder dividends and get back on track? We're and other members of the industry, as you may presume, are having that dialogue with our banking regulators in Canada. I must tell you that compared to other jurisdictions in the planet, particularly Europe, where the European Central Bank forced the banks to suspend not their dividend increases, but to stop paying dividend period. We feel that the Canadian banking regulators' decision was well balanced and showed very good discerning judgment given the pandemic. So we will have the dialogue. As I said, I don't know exactly what the time schedule will be for OSFI to revise the decision and to change it. But I think that in the current circumstances, the decision that was made a year ago by OSFI was the right one. We understand the need. And I think, as I mentioned in the previous question I had that I answered in French, that we're in a position as soon as we get the green line from OSFI to increase our dividend and I am highly confident that will occur. How quickly? I don't know, but we will be in a position to increase our dividend. In the meantime, thank you for being a shareholder and thank you for your patience and waiting for the increase in dividends. A question from Andrea Bobowitz. Thank you for increasing the number of women on your Board of Director. There appears to be about 37.5% representation of women on the Board, I would like to see that increase as you have indicated as a mandate. Please increase more women in senior management and diversity. Thank you. Very well taken, Andrea. And as you know, I think we've shared with our employees our targets and our objectives on that front and that will be met. So on that point, Mr. Chairman, that was the last question and comment. Okay. Thank you, Louis. Here are the results of the preliminary votes as reported to me by the scrutineer. Shareholders holding 185,000,000 328,009 100 and 16 common shares of the bank, representing 55.02 percent of the issued and outstanding shares voted by proxy and voting instruction forms. All nominees for election as directors were elected and received at least 98.28 percent of the votes cast in favor of their election. The advisory resolution to accept the board's approach to executive compensation was passed with 95.45 percent votes in favor. Deloitte has been appointed as independent auditor for the fiscal year ending October 31, 2021 with 98.77 percent of votes in favor. The resolution to approve the replenishment of the number of common shares reserved for issuance under the bank's stock option plan was passed with 90.75 percent of votes cast in favor. The detailed final report on the voting results will be uploaded to the bank's website and posted on Stedar later today. The bank will also issue a press release announcing the election of directors. This completes the review of the various items on the agenda for the 2021 Annual Meeting of Shareholders. Our focus continues to be on the future. The bank is strong and very well positioned for continued growth. The board is confident that the bank's business strategy remains the right one and is working with senior management to ensure the bank's long term success. In closing, I would like to thank our clients and shareholders, large and small, for their confidence in us as we continue to build an agile bank, well positioned to continue to grow and create sustainable value for all our stakeholders. And I wish good health to all. Customers for their loyalty and our shareholders, large and small, for their trust, and I wish you good I declare the 2021 Annual Meeting of the holders of common shares of National Bank of Canada adjourned.