Good morning. I want to thank you all for joining us today. This is the annual general meeting of the holders of units and special voting units of SmartCentres Real Estate Investment Trust. The meeting comes to order. My name is Mitchell Goldhar, and I am the Executive Chairman and Chief Executive Officer of SmartCentres, and a trustee. Before we start the formal portion of the meeting, I will introduce the other trustees and officers of SmartCentres. In addition to myself, our trustees are Janet Bannister, Garry Foster, Gregory Howard, Sylvie Lachance, Jamie McVicar, Sharm Powell,`1 and Michael Young. In addition to myself, our officers are Peter Sweeney, Chief Financial Officer, Rudy Gobin, Executive Vice President, Portfolio Management and Investments, Mauro Pambianchi, Chief Development Officer, Allan Scully, Executive Vice President, Development, and Paula Bustard, Executive Vice President, Development.
Michael Young is the Lead Independent Trustee of SmartCentres and will be the chairman for this meeting. Michael's talking.
Sorry, Michael, could we ask you to unmute yourself, please?
Are we there?
Thank you, Michael. Please go ahead.
I'm sorry about that. Thanks, Mitch. As this meeting is being held virtually via live audio webcast, I will first set out a few matters to facilitate the orderly conduct of the meeting. For the purposes of the meeting today, voting on all matters will be conducted by way of electronic ballots by an online poll. The poll will be open for all matters throughout the meeting following the reading of the first item of business. We will briefly pause after the discussion of each item of business to allow registered unitholders and duly appointed proxy holders time to vote. Note that the electronic ballots may be cast at any time the poll remains open.
If you had voted your units prior to the start of the meeting, your vote has been received by the scrutineer, and there is no need to vote during the meeting unless you wish to revoke or change your vote. Questions in respect of a motion can be submitted by any registered unitholder or duly appointed proxy holder using the instant messaging services of the virtual interface. Questions will only be addressed during the question period at the end of the meeting, provided that questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting. In the unlikely event of a serious unforeseen technological issue which prevents the meeting from continuing, the meeting will be rescheduled. I would also like to caution you by stating the following. Forward-looking statements may be made today.
Certain material factors and assumptions were applied in providing these statements, many of which are beyond our control. These statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. A summary of these underlying assumptions, risks, and uncertainties is contained in our various securities filings, including our annual information form and management's discussion and analysis for the year ended December 31st, 2021, and management's discussion and analysis for the three months ended March 31st, 2022. All of which are available on SEDAR and on the SmartCentres website. Forward-looking statements are made as of today's date, and except as required by applicable securities law, we undertake no obligation to publicly update or revise any statements.
Additionally, past performance is not indicative of future results, given the risks and uncertainties described in our AIF and MD&As. We will now proceed with the formal portion of today's meeting. With the consent of the meeting, I appoint Chris Murray, legal counsel for SmartCentres, as secretary of this meeting, and Computershare Trust Company of Canada, represented today by Etienne Mailhot as scrutineer for the meeting. A notice informing unitholders of the meeting, along with the management information circular in a form of proxy, were mailed to the unitholders of record of units and special voting units as of April nineteenth, 2022. I will use the term unitholders to refer to both holders of units and holders of special voting units.
The audited financial statements and related management discussion and analysis of SmartCentres for the year ended December 31, 2021, have also been mailed to anyone who requested to receive those documents. Computershare has provided an affidavit of mailing of the notice calling this meeting, the management information circular and the form of proxy for the meeting. I request that a copy of the notice of the annual general meeting of the unitholders, together with the affidavit attesting to the mailing of the notice, the management information circular, and the form of proxy be kept by the secretary with the records of this meeting.
I propose to dispense with the reading of the notice of calling of this meeting. The declaration of trust of SmartCentres provides that the quorum for this meeting is at least two persons present and holding or representing by proxy not less than 25% of the units and special voting units. I have been advised that there are present by proxy a sufficient number of units and special voting units to constitute a quorum. I declare that this meeting has been regularly called and properly constituted for the transaction of business. The scrutineer's report will be provided to the secretary of the meeting and will be incorporated in the meeting's minutes. In order to expedite the formal part of the meeting, I will propose various motions, and Mauro Pambianchi will second those motions.
While this procedure will assist the handling of the formal matters, it should not discourage any registered unitholder or proxyholder from submitting questions or remarks through the instant messaging service of the virtual interface in reference to any motion after it has been proposed and seconded. When submitting a question or remark, please indicate your name, which entity you represent, if any, and indicate whether you are a unitholder or proxyholder in your message. In the interest of fairness to all unitholders, I would ask that you be brief with your questions or remarks. The first item of business in this presentation is the audited financial statements of SmartCentres Real Estate Investment Trust for the year ended December 31st, 2021, and the auditor's report thereon. As stated earlier, the 2021 audited financial statements and related MD&A were mailed to all unitholders who were requested to receive those documents.
I do not propose to read the financial statements to the meeting, nor to ask unitholders to approve the financial statements, but that they be taken as presented to the meeting. The next item of business is to fix the aggregate number of trustees to be elected or appointed at this meeting. I move a motion to fix the aggregate number of trustees to be elected or appointed at this meeting at no more than eight.
I second the motion.
Thank you, Mauro. Thank you. Are there any questions or comments submitted in connection with this matter?
No, we have not received any questions or comments related to this item.
Thank you. The poll is now open for all matters and will remain open until indicated after the items of business have been addressed. If you have not already done so, please vote on the resolution relating to the size of the board of trustees. Once the online poll is closed, after all items of business have been considered, the scrutineer will tabulate the votes cast, and we will report on the results towards the end of the meeting. The next item of business is the election of trustees. As stated in the management information circular, the trustees of SmartCentres have adopted a policy that entitles unitholders to vote for each nominee on an individual basis.
In addition, the trustees have adopted a policy stipulating that any of the votes in favor of a nominee for the election of a trustee of SmartCentres represents less than a majority of the units voted and withheld. The nominee will submit his or her resignation after the meeting for the consideration of the Corporate Governance and Compensation Committee. It is proposed that the six nominees set out in the management information circular be elected as trustees to hold office until the next annual meeting or until their successors are elected or appointed. The Penguin Group has confirmed that Greg Howard and Mitch Goldhar will be the Penguin Group appointees for the remaining two trustee positions of the board.
The nominees for election of the six trustee positions to be determined by the unitholders of SmartCentres to hold office until the next annual meeting of unitholders or until their successors are elected or appointed are Janet Bannister, Gary Foster, Sylvie Lachance, Jamie McVicar, Sharm Powell, and Michael Young, myself. As no notice of additional trustee nominees was received in accordance with the SmartCentres advance notice policy, I declare nominations closed. I move a motion to elect each nominee.
I second the motion.
Thank you. Were there any questions or comments submitted in connection with the election of trustees?
No, we have not received any questions or comments related to this item.
Thank you. If you have not already done so, please vote on the election of trustees now. Once the poll is closed, the scrutineer will tabulate the votes cast, and we will report on the results towards the end of the meeting. The next item of business is the appointment of the auditor of SmartCentres for the next year. I move that PricewaterhouseCoopers LLP Chartered Professional Accountants be appointed the auditor of SmartCentres for the ensuing year and that trustees of SmartCentres be authorized to fix the remuneration of such auditor.
I second the motion.
Thank you. Were there any questions or comments submitted in connection with the appointment of the auditor?
No, there were not. We have not received any questions or comments related to this item.
Okay. If you have not already done so, please cast your vote on the resolution to appoint the auditor now. Once the poll is closed, the scrutineers will tabulate the vote, the votes cast, and we will report on the results towards the end of the meeting. As stated on pages 65 and 66 of the management information circular prepared for this meeting, unitholders are asked to consider an annual non-binding advisory resolution respecting our approach to executive compensation. As this is an advisory vote, the results will not be binding upon the board of trustees of SmartCentres. However, the board of trustees will take the results of the vote into account as appropriate when considering future compensation policies, programs, and decisions. I move that on an advisory basis and not to diminish the role and responsibilities of the board of trustees of SmartCentres.
The approach to executive compensation as disclosed in the Management Information Circular of SmartCentres dated May 11, 2020, to be accepted.
I second the motion.
Thank you. Were there any questions or comments submitted in connection with this matter?
No, we have not received any questions or comments related to this item.
Okay. If you have not already done so, please cast your vote on the non-binding advisory resolution respecting our approach to executive compensation now. Once the poll is closed, the scrutineer will tabulate the votes cast, and we will report on the results towards the end of the meeting. As this is the last item of business, we will provide registered unitholders and duly appointed proxy holders a few more moments to complete the electronic ballots before closing the poll. Once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted. I declare the poll closed on each of the items of business. Thank you. The scrutineers will now tabulate the results that we will disclose, the official voting results, shortly after the meeting. However, we have been advised that based on proxies received prior to the meeting, the preliminary results are as follows.
With respect to the motion to fix the aggregate number of trustees to be elected or appointed at the meeting at no more than eight, the majority of the votes cast by proxy were in favor of the motion. Therefore, the motion is carried. With respect to the motion to elect the trustees, each of the six nominees listed in the management information circular have received a majority of the votes cast by proxy in favor of his or her election. Therefore, I confirm they are elected as trustees. With respect to the motion to appoint PricewaterhouseCoopers LLP as the auditor of SmartCentres for the ensuing year, a majority of the votes cast by proxy were in favor of the motion. Therefore, the motion has been carried.
With respect to the motion that on an advisory basis, the approach to executive compensation as disclosed in the management information circular be accepted, a majority of the votes cast by proxy were in favor of the motion. Therefore, the motion has been carried. I direct that the results of the poll be included with the minutes of this meeting, and the results of the voting will be announced in a press release in accordance with the policies of the TSX and filed on SEDAR. Now that we have completed the formal items of business for this meeting, I propose that we terminate the meeting and move on to a brief question and answer session. With the consent of the meeting, I declare that the formal part of this meeting is now terminated.
If any unitholders or proxy holders have any questions, please submit them via the instant messaging service of the virtual interface. When submitting a question, please indicate your name, which entity you represent, if any, and indicate whether you are a unitholder or proxy holder in your message. In the interest of fairness to all unitholders, I would ask that you be brief with your questions. There are no questions, apparently. Okay. Based on that, I think it's appropriate to conclude the question period. Now thank you all again for attending today's meeting.