Good afternoon and welcome to the 2024 annual meeting of shareholders of Pembina Pipeline Corporation. My name is Henry Sykes. I'm Chair of Pembina's board of directors, and in accordance with our bylaws, I will preside over this meeting as Chair. Before we proceed to the rest of the meeting, I'd like to start with a land acknowledgment, recognizing that we have people joining us today from numerous locations. As Pembina continues to build strong relationships and partnerships with Indigenous communities, land acknowledgments are one way for us to communicate our respect for the land that we all share. Pembina acknowledges our traditional hosts and thanks them for their graciousness in welcoming us to carry out work on their traditional territories. Pembina plays a role in the economic reconciliation with Indigenous peoples and their respective communities where our operations take place.
We acknowledge the future generations and the collective responsibility we all have to these lands. Indigenous peoples are the traditional stewards of the lands and waters where each of us work and choose to live. We further acknowledge that the Indigenous peoples have inhabited these lands and waters since time immemorial. The Indigenous people's territory, culture, truths, traditions, teachings, and languages are sacred, and we are thankful to be here today as guests. This meeting is being held as a virtual-only meeting this year. Pembina has been and remains committed to maintaining and upholding shareholders' rights, including in respect of our virtual shareholder meetings. Accordingly, we've ensured that this virtual meeting offers shareholders the opportunity to participate, to submit questions, and to vote at the meeting.
Following the formal portion of this meeting, we'll have a question-and-answer session at which time all participants will have the opportunity to ask questions unrelated to the matters to be voted on at today's meeting. If you do have any questions about Pembina which don't specifically relate to an item of business to be voted on at today's meeting, please feel free to submit those questions at any time, and they'll be addressed during the question-and-answer session. We'll do our best to answer all questions, but if for any reason we're unable to do so during the meeting, we'll do our best to engage with shareholders after the meeting.
Now, with me on today's webcast are Andy Mah, a director of Pembina and Chair of the board's Human Resources and Compensation Committee; Scott Burrows, our President and Chief Executive Officer as well as a director of Pembina; Jason Metcalf, our Vice President, General Counsel, and Corporate Secretary; and Greg MacDonald from our auditors, KPMG LLP, who are available to respond to any questions related to their proposed appointment as auditor. As well, joining us remotely are a number of representatives of Pembina's executive management team, employees, and external advisors. I'd also like to welcome each of the other directors of Pembina who are all joining us remotely today. Now we'll move on to the formal business of the meeting. The meeting will now come to order. In accordance with our bylaws, I appoint Jason Metcalf to serve as secretary of the meeting.
In the unlikely event we experience any technical difficulty or disruption and I'm unable to chair the meeting, Jason Metcalf will be appointed with the consent of the meeting in accordance with our bylaws to chair the meeting in my absence so that the meeting may continue as planned. I also appoint Kyle Gould, a representative of Pembina's registrar and transfer agent, Computershare Trust Company of Canada, to act as scrutineer for the meeting. I'll now ask Jason to address a few housekeeping matters related to the formal proceedings.
Thank you, Henry. If at any time during the meeting you experience technical difficulties, please refer to the technical support button on the broadcast section of your screen. The platform we are using today allows our registered shareholders and duly appointed proxy holders the ability to vote online and ask questions during the formal part of the meeting. We encourage shareholders and duly appointed proxy holders who have specific questions on an item of business to submit your questions as soon as possible by clicking on the question icon on your screen. This will allow us to address your question at the most appropriate time during the meeting. If your question relates to a voting matter, we will answer your question when we reach that item. When submitting a question, please identify yourself and indicate whether you are a shareholder or a proxy holder.
Questions not related to a voting matter will be answered during the Q&A session. To ensure the meeting is conducted in a manner that is fair to all shareholders and to address questions from as many shareholders and duly appointed proxy holders as possible, we request each submission be limited to one question. We also request that each question be in one submission within the character limit provided on the screen and not spread out over multiple submissions. As we may receive multiple questions of a similar theme, we may also exercise discretion in responding to questions, including grouping or paraphrasing questions of a similar theme. While we will try and answer all questions, we will do our best to engage with shareholders after the meeting if there are any questions that we are unable to get to during the meeting.
To assist us in doing so, please provide your contact information with your question. Let's move on to voting. All items of business for shareholder approval will be conducted by ballot. If you are a registered shareholder or duly appointed proxy holder and have already voted in the manner indicated in the meeting materials that were sent to shareholders, you do not need to vote again during this meeting, even if the voting item appears on your screen. Any votes you cast at this meeting will revoke your prior vote. If you are a registered shareholder or a duly appointed proxy holder and have not yet voted, you may vote during the meeting by clicking on the voting icon at the top of your screen and selecting voting options on each ballot option.
The polls will be open for all items of business for shareholder approval at the start of the meeting. This will allow you to vote on each item immediately, or if you prefer, you may wait until the conclusion of discussion on each item prior to casting your vote. Once discussion has concluded on all items of business, we will pause for a moment to ensure that all votes are entered. We will then declare voting closed on all matters of business. The results of the votes will be announced prior to the conclusion of the meeting. For meeting efficiency, we have asked certain registered shareholders or duly appointed proxy holders to move and second motions proposed at this meeting. This is not intended to limit discussion, and registered shareholders and proxy holders should feel free to initiate discussion on any motion at the appropriate time.
Thanks very much, Jason. I've been advised by Computershare that the meeting materials were duly delivered to shareholders and that a quorum is present. Accordingly, I declare that the meeting has been duly called and is properly constituted for the transaction of business. Computershare's affidavit of mailing and the scrutineer's report on attendance will be filed by the secretary with the minutes of the meeting. The reading of the notice of meeting will be dispensed with. I now declare the online polls open on each item of business for shareholder approval. Each person entitled to vote should see voting options displayed at the top of their screen. With that, we'll now commence with the formal business of the meeting. The first item of business is the presentation of the company's financial statements for the fiscal year ended December 31, 2023, and the auditor's report thereon.
These materials have been mailed to all registered shareholders and to any beneficial shareholders who requested a copy of those materials. No action is required by the shareholders on this item. The next item of business is the election of the directors of the company. In accordance with our bylaws, the board of directors has fixed the number of directors to be elected today at 11. Pembina's information circular for the meeting sets forth management's proposed 11 director nominees. Each of the nominees is qualified and has consented to his or her nomination as director today and will serve for a term of one year, which expires at the 2025 annual meeting of shareholders or until their successors are duly elected or appointed.
As we didn't receive any additional nominations in accordance with our advance notice bylaw, I'll ask the secretary to read the names of those 11 individuals who have been named and described in the information circular to serve as directors of Pembina.
Thank you, Henry. The management director nominees are as follows: Henry Sykes, Anne-Marie Ainsworth, Scott Burrows, Cynthia Carroll, Ana Dutra, Maureen Howe, Gordon Kerr, David LeGresley, Andy Mah, Leslie O'Donoghue, and Bruce Rubin.
Thank you, Jason. All of the director nominees, other than Mr. Burrows, are independent, and all the nominees currently sit on our board. The nominees bring a diverse set of skills and experience to our board, and further information with respect to each of the nominees is set forth in the information circular. The biographies of the director nominees can be found on pages 20 through 30 of the information circular. Now, may I have a motion to elect the 11 nominees as directors of Pembina Pipeline Corporation, please?
Mr. Chair, I move to nominate the 11 individuals named and described in the information circular to serve as directors of Pembina and to hold office until the next annual meeting of shareholders or until their successors are duly elected or appointed.
Second the motion.
Thank you. We'll now open the floor to any questions on this item of business. Jason, can you please advise if we received any questions on this item?
Mr. Chair, we have not received any questions on this item of business.
Thanks very much, Jason. If there's no discussion, I've been advised that sufficient votes have been cast in advance of the meeting to elect the 11 nominees as directors of Pembina. However, in order to comply with our majority voting policy for director elections, we will still proceed with the voting on this matter. Only registered shareholders or their duly appointed proxy holders can vote by online ballot by selecting the applicable voting options displayed on their screens. We will come back to these and all the votes at the end once we are done with the business of the meeting and we've tallied all the votes. The next item of business is the appointment of KPMG LLP as the auditors of Pembina.
May I have a motion, please, that the firm of KPMG LLP of Calgary, Alberta, be appointed auditors of Pembina until the next annual meeting of shareholders and that their remuneration be fixed by Pembina's board of directors upon recommendation of its Audit Committee ?
Mr. Chair, I move that KPMG LLP be appointed as the auditors of Pembina until the next annual meeting of shareholders and that their remuneration be fixed by the board of directors of Pembina.
I second the motion.
Thank you both. You have heard the motion, and it is now open for questions. Jason, can you advise if we received any questions on this item?
Chair, we have not received any questions on this item of business.
Okay. As no further comments have been received on the motion, I'll now proceed to the next item of business. The next item of business is consideration of a non-binding resolution accepting Pembina's approach to executive compensation as disclosed in the information circular. The text of the resolution is set out on page 18 of the information circular for this meeting. This is an advisory vote, so the results will not be binding on our board of directors, but the board will, however, consider the outcome of the vote as part of its ongoing review of executive compensation. If a significant number of shareholders oppose the say-on-pay resolution, the board will consult with shareholders to understand their concerns and then review our own approach to executive compensation with those concerns in mind.
At this time, I'd ask to have a motion to approve the resolution as set forth on page 18 of Pembina's information circular accepting our approach to executive compensation.
Mr. Chair, I move that the resolution as set out on page 18 of Pembina's information circular accepting Pembina's approach to executive compensation be approved as a non-binding resolution of Pembina shareholders.
I second the motion.
You've heard the motion, and it's now open for questions. Jason, have we received any questions on this motion?
Mr. Chair, we have received no questions on this motion.
All right. There being no questions, I'll note that this was the final agenda item and the last matter to be voted on at today's meeting. For those of you who have not yet cast your votes, please do so now. We're going to pause for one minute before closing the polls. The polls are now closed, and this concludes the voting at today's meeting. I have received the scrutineer's report on the ballots required for each of the items of business, and the results are as follows. In respect to the election of directors of Pembina, I'm pleased to announce that the election of each of the director nominees has been approved by a majority of the votes cast.
Accordingly, I declare the 11 directors nominated hereby nominated today hereby elected as directors of Pembina to hold office until the next annual meeting of shareholders or until their successors are duly elected or appointed. With respect to the appointment of Pembina's auditor, I declare the motion regarding the appointment of KPMG LLP as the auditors of Pembina until the next annual meeting of shareholders to be passed. And finally, the non-binding resolution accepting Pembina's approach to executive compensation has been approved by approximately 95.02% of the votes cast. Accordingly, I declare the non-binding resolution accepting Pembina's approach to executive compensation to be passed as well.
A report disclosing the number of votes cast in favor, against, and withheld from voting in respect of each item of business voted upon at this meeting will be filed on SEDAR+ promptly following the meeting, and in accordance with TSX policies, a report on the election of each director will be disclosed in a press release to be issued following this meeting. As there's no further business to be considered at the meeting, may I please have a motion to terminate the meeting?
Mr. Chair, I move this meeting be terminated.
I second the motion.
I declare the formal meeting the formal portion of this meeting to be terminated. Thank you all. We'll now have a question and answer session during which we'd be pleased to answer any questions that you might have. As a reminder, if you wish to ask a question, please click on the question icon, type in, and submit your question. We'll pause for a couple of minutes to allow time for questions to be submitted. I believe a full 2 minutes having passed. Jason, have we received any questions?
Mr. Chair, we have not received any questions.
All right. Now, normally, we would segue into a business presentation from our President and Chief Executive Officer, but in place of Pembina's business presentation, we'd like to invite you to listen to a live webcast of our 2024 Investor Day to be held in Toronto on May the 16th, 2024, beginning at 8:30 A.M. Eastern Time. We're excited to provide an overview of the business, discuss our strategy, and the outlook for Pembina amidst truly transformational changes underway in the Western Canadian energy industry. We encourage all participants to register on the investor page of Pembina's website for this live event well in advance. On behalf of the board, I'd like to thank all of you and all of our shareholders for joining us today and for your ongoing support. The board is committed to working diligently on your behalf. Please stay safe and have a great weekend.
Thank you very much.