Good morning, and welcome to the 2024 Annual Meeting of Shareholders of Northland Power Incorporated. The host for today's meeting is Mr. John Brace, Executive Chair of the Board of Directors for Northland. At this time, all participants are in listen-only mode. I'd like to now turn the call over to your host. Mr. Brace, you may begin.
Thank you, operator. Good morning. I am John Brace, the Executive Chair of Northland's Board of Directors, and I will act as the chair of this meeting. I want to welcome you and thank you for attending this annual meeting of Northland's shareholders. Before we get into the formal business of the meeting, I wanted to take a moment to recognize two long-standing members of Northland's Board of Directors who have advised of their intention to retire at today's meeting. Ms. Linda Bertoldi and Mr. Russell Goodman have served as directors of Northland since 2011 and 2014, respectively. During that time, they have both helped guide Northland to become a global leader in the renewable power sector.
On behalf of the board, I would like to sincerely thank both Linda and Russell for their significant contributions to Northland and wish them all the best going forward. Now, I would like to take a moment to introduce the current directors of Northland, as well as one new director nominee. Firstly, our current directors: Ian Pearce, Lead Independent Director and Chair of the Governance and Nominating Committee. Kevin Glass, Chair of the Audit Committee. Lisa Colnett, Chair of the Human Resources and Compensation Committee. Eckhardt Ruemmler, Chair of the Project Delivery Committee. Keith Halbert, Helen Mallovy Hicks, and Ellen Smith. Ellen was appointed to the Board of Directors on November 29th, 2023, and has expertise in the power and utility sector, including OEMs. She has a strong operational background and understands the underlying technologies Northland operates in.
With extensive experience in capital projects and a decade of advisory work, Ms. Smith brings a unique combination of skills to the board. Finally, our new director nominee is Doyle Beneby. Doyle is an experienced energy executive, specializing in operations, transformation, and leadership of large teams. As president of a major utility, he managed diverse non-nuclear generation assets and led decarbonization efforts by transitioning from coal to renewable energy sources. A more fulsome background for each director is provided in this lead year's Management Information Circular. Before formally calling the meeting to order, I would like to address some logistical matters. First, this meeting is being conducted as a virtual-only meeting. In order to reduce the potential for technical difficulties, Mike Crawley, our President and CEO, and Russ Hall, our Assistant Corporate Secretary, both shareholders of the corporation, have agreed to move and second each motion.
This meeting is being recorded and will be made available on the virtual meeting website at www.virtualshareholdermeeting.com/npi2024. Second, voting. If you are a registered shareholder or duly appointed proxyholder and have not voted on any matter and wish to vote at the meeting, or should you desire to vote at the meeting after having completed and submitted a proxy, thereby overriding your earlier selections, you are able to do so through the live webcast platform by selecting the Vote Here button on the bottom of the screen, which will become available to you when the voting portion of the meeting opens. You must click Submit for your vote to be counted. Your results will be tabulated and included in the final scrutineer's report, which becomes available to the corporation after the meeting has closed.
I am advised that the proxies deposited with this meeting are sufficient to carry all matters proposed for the meeting. Notwithstanding this, given that we cannot vote by a way of show of hands, after each motion is made, we will ask shareholders to vote online if they have not already done so. A copy of the scrutineer's report on the voting results for all matters voted on at the meeting will be annexed to the minutes of the meeting. In addition, the results of the meeting will be set out in a voting report and a press release, each to be filed on SEDAR, as required by applicable securities laws and the TSX. Third, questions.
If you are a shareholder or proxyholder and wish to submit a question during the meeting, we invite you to do so by typing your question into the Ask a Question field and click Submit. Questions pertinent to the formal resolutions will be answered prior to voting on the resolution. Questions regarding general business matters that are not specifically related to a formal item of business, including those submitted in advance of the meeting, will be addressed at the end of the formal meeting. Questions regarding personal matters or questions that are not pertinent to the meeting will not be answered. Fourth, technical issues. If you encounter any technical difficulties with the meeting platform, please call the technical support number posted on the virtual shareholder meeting login page for assistance. I now call the meeting to order.
I ask Yoni Fishman, the Chief Administrative and Legal Officer and Corporate Secretary, to act as Secretary of the meeting and to deal with the formal business of the meeting.
Thank you, John, and good morning to all. I'd like to welcome Jennifer Hough, Broadridge Investor Communications Corporation, who will act as scrutineer today. Based on the preliminary scrutineer's report, I confirm that there is a quorum of shareholders present. The notice calling this meeting and the accompanying materials were mailed to the shareholders of the corporation, and I have received proof of mailing of the notice. Accordingly, we will dispense with the reading of the notice. I declare the meeting to be duly called and properly constituted for the transaction of business. The purpose of today's meeting is to, one, receive the audited consolidated financial statements of the corporation for the fiscal year end December 31, 2023. Two, elect directors of the corporation. Three, reappoint the corporation's incumbent auditors, Ernst & Young LLP, and authorize the directors to fix the auditor's remuneration.
And four, vote on an advisory basis on the corporation's approach to executive compensation. One, financial statements. The first item of business, I wish to present to the meeting the audited consolidated financial statements of the corporation for the fiscal year ended December 31, 2023, and the report of the auditors on those statements. Copies of these financial statements were provided to all shareholders of the corporation who specifically requested them and are also available on Northland's website. It is not proposed to read the financial statements to the meeting, nor to request shareholders to approve the financial statements. However, if you submit your questions electronically, then after conclusion of the formal business of the meeting, Adam Beaumont, Northland's Interim Chief Financial Officer, or another officer available, will answer any questions concerning the financial statements. Next item of business is the election of directors for the corporation.
The board has determined that the number of directors to be elected at this meeting is nine. As required by the rules of the TSX, the corporation has adopted a majority voting policy and has provided, in the proxies, the right for shareholders to vote for each individual director. I'm advised each of the directors has received sufficient votes to ensure their election. As noted before, the official tally votes will be provided at the end of the meeting. Final scrutineer's report is generated. Based on the recommendation of the corporation's Governance and Nominating Committee, the board has nominated John Brace, Doyle Beneby, Lisa Colnett, Kevin Glass, Keith Halbert, Helen Mallovy Hicks, Ian Pearce, Eckhardt Ruemmler, and Ellen Smith to be elected to the corporation's board of directors. I will now pause briefly for any questions on this proposal.
As there are no questions relating to the election of directors submitted to the meeting, I will now ask for the nomination of the nine directors.
This is Mike Crawley. I nominate John Brace, Doyle Beneby, Lisa Colnett, Kevin Glass, Keith Halbert, Helen Mallovy Hicks, Ian Pearce, Eckhardt Ruemmler, and Ellen Smith for election to the Corporation's Board of Directors.
May I have a seconder?
This is Russ Hall, and I second the nominations.
As the bylaws of the corporation require advance notice of any other nominees to the board, none of which has been made, I declare the nominations closed. Since there are nine nominees and nine vacancies, may I have a motion to elect the nominees as directors?
This is Mike Crawley. I move that the individuals who have been nominated be elected as directors of the corporation to hold office until the next annual meeting or until their successors are elected or appointed, subject to the provisions of the bylaws of the corporation.
May I have a seconder?
This is Russ Hall, and I second the motion.
If you are a registered shareholder or a duly appointed proxy holder and have not voted on the election of directors and would like to do so, or if you have already submitted your vote and would like to change your vote, please do so now by using the Vote Here button on your screen. If you've already sent in your proxy or voting instruction form, you do not need to do anything. Your vote has already been. Next item of business is the appointment of auditors and the authority for the board to fix their remuneration. I will now pause briefly for any questions on this proposal. As there have been no questions relating to this proposal, I will now ask for the motion to be moved.
This is Mike Crawley. I move that Ernst & Young LLP, Chartered Accountants, be reappointed auditors of the corporation and that their remuneration as such be fixed by the directors.
May I have a seconder?
This is Russ Hall, and I second the motion.
If you are a registered shareholder, a duly appointed proxy holder, and have not voted on the reappointment of the auditors and fixing their remuneration and would like to do so, or if you have already submitted your vote and would like to change your vote, please do so now by using the Vote Here button on your screen. If you've already sent in your proxy or voting instruction form, you do not need to do anything. Your vote has already been recorded. Next item of business is for a vote in favor of or against, on an advisory basis, a non-binding resolution on the corporation's approach to executive compensation.
The purpose of this advisory vote is to allow shareholders to give their opinion annually on the corporation's approach to the compensation of its executive officers, as disclosed in the section entitled "Statement of Executive Compensation" in Northland's Management Information Circular. As this is an advisory vote, its result will not bind the board. However, the board, together with the Human Resources and Compensation Committee, will take the results of the vote into account when considering its review of executive compensation. I will now pause briefly for any questions on this proposal. As there have been no questions relating to this proposal, I now ask for the motion to be moved.
This is Mike Crawley. I move that on a non-binding advisory basis, the shareholders accept the approach to executive compensation disclosed in Northland's Management Information Circular, delivered in advance of this meeting.
May I have a seconder?
This is Russ Hall, and I second the motion.
If you are a registered shareholder or duly appointed proxy holder and have not voted on the non-binding resolution on the corporation's approach to executive compensation and would like to do so, or if you've already submitted your vote and would like to change your vote, please do so now by using the Vote Here button on your screen. If you've already sent in your proxy or voting instruction form, you do not need to do anything. Your vote has already been recorded. We will now pause for 30 seconds to allow for the final votes to be cast. Polls are now closed. I can now advise that based on the preliminary voting results, motions made before the meeting have been approved and are therefore carried.
As noted earlier, the final voting results will be included in the scrutineer's report and will be made available as required by applicable securities law on SEDAR promptly following the meeting.
Thank you, Yoni. As the formal business of the meeting is now complete, I will take a moment to address questions, if any, regarding general business matters raised before or during the meeting. We did receive one question in advance of the meeting, which I will read to you. There is a lot of faith in Northland Power to do well in the future and for the sake of improving the environment, but Northland Power stock prices have fallen very significantly, about 40% in only one year. What will you do to address this? We have seen a difficult period for the renewable space over the past couple of years, largely driven by the interest rate environment and supply chain concerns, which has created a broader negative industry sentiment.
However, we are beginning to see some tailwinds, and despite difficult macroeconomic and political factors last year, I would note that we managed to bring three very large renewable projects to financial close and initiate construction at a time when our competitors, in many cases, were canceling projects. Once all three construction projects are completed by 2027, we will add significant EBITDA to our operations. We have a team dedicated to sourcing new opportunities that may not be appreciated by the markets today. We also have a unique capability to bring offshore renewable projects to operation. In addition to all this, there's a massive need for electrification, driven by multiple demand drivers, and we see ourselves as well-positioned to capitalize on these trends. We believe this all needs to be taken into consideration when assessing Northland's long-term value.
Thanks, John. There being no further questions, I ask for a motion to conclude the meeting.
This is Mike Crawley. I move that the meeting be concluded.
May I have a seconder?
This is Russ Hall, and I second the motion.
As nobody has sent in any request for the meeting to continue, I declare the motion carried and the meeting to be concluded.
Thank you, Yoni. I would like to thank you all for attending the meeting. Over to you, operator.
Ladies and gentlemen, this session has now concluded. Thank you for your attendance, and you may now disconnect.