TMX Group Limited (TSX:X)
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Apr 30, 2026, 12:30 PM EST
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AGM 2022

May 3, 2022

Operator

Welcome to the 2022 Annual and Special Meeting of TMX Group Limited. Please note that this meeting is being recorded. I would like to introduce Charles Winograd, Chair of the Board. Mr. Winograd, please go ahead.

Charles Winograd
Chair of the Board of Directors, TMX Group

Good afternoon, Ladies and Gentlemen. My name is Chuck Winograd. I am the Chair of the Board of Directors of TMX Group Limited. As prescribed by our bylaws, I will preside as Chair of this Annual and Special Meeting of TMX shareholders. John McKenzie, the Chief Executive Officer; David Arnold, the Chief Financial Officer , and Cheryl Graden, the Corporation's Chief Counsel and Enterprise Corporate Affairs Officer and Corporate Secretary, join me on this webcast this afternoon. Also joining us are my fellow directors, members of senior management, and our auditors at KPMG LLP. Although we are meeting virtually today, I would like to begin by acknowledging that the land on which TMX Group operates in Toronto is a traditional territory of many nations, including the Anishinabek, the Mississaugas of the Credit, the Chippewa, the Haudenosaunee, and the Wendat peoples.

As an organization with a national footprint and operations across the country, we are grateful for the rich Indigenous history, traditions, and contributions to Canada. I would like to welcome everyone who has joined us this afternoon. We are pleased to be able to connect with so many of you today. In order to mitigate risks to the health and safety of our communities, shareholders, employees, and other stakeholders due to the COVID-19 pandemic, we have decided to once again hold our meeting in a virtual-only format. The goal is to ensure that you are able to participate fully in the meeting, and we have strived to emulate our usual meeting structure as much as possible. I invite you to vote on each of the matters of business and to ask questions.

I now formally call the meeting to order, and with the consent of the meeting, request Cheryl Graden to act as Secretary of the meeting and to respond to any questions during the meeting regarding procedural matters. Our Annual and Special Meeting is available in a virtual-only format to shareholders and Proxy holders who have logged into the TSX Trust Web Platform with their control numbers. Shareholders and Proxy holders may ask questions during the meeting by clicking on the Ask a Question button displayed on their screens, and following the instructions to submit them in writing. Our Corporate Secretary, Cheryl Graden, will receive all questions submitted. I encourage you to submit your questions as early as possible so that we may address them at the right moment during the meeting.

We would ask that questions or comments submitted online be related to the matters currently before the meeting, and we will do our best to respond to all of your questions during the meeting. If there are questions pertinent to meeting matters that are unanswered this afternoon, due to time constraints, management will post answers to a representative set of such questions online. Members of the media are permitted to attend this meeting. However, they may not participate in the meeting. Following the meeting, members of the media may reach out to Shane Quinn, Vice President, Corporate Communications and Brand Reputation, or Catherine Kee, Senior Manager of Corporate Communications and Media Relations, with any questions for John McKenzie or David Arnold. Now, pursuant to a resolution of the board, I appoint TSX Trust Company by its representative, Steven Nugent, to act as Scrutineer of the meeting.

The Scrutineer will report on the number of voting shares represented in person or by proxy at this meeting and will compute the votes on the online ballots taken. Before proceeding further, I would like to say a few words about the shareholders who have signed and delivered proxies for the meeting. Only registered shareholders who held shares on March 16, 2022, and those persons appointed as proxies for shareholders are entitled to vote and participate at this meeting. Registered shareholders and duly appointed proxy holders who have not voted and wish to vote during this meeting may vote live throughout the meeting until voting is closed.

The matters to be dealt with at this meeting include A, the reappointment of the corporation's auditor, B, the election of directors for the coming year, and C, the approval, on an advisory basis, of our approach to executive compensation. All of these matters have been set out in the notice of annual and special meeting and in the Management Information Circular made available to all shareholders in advance of the meeting. Now, in advance of the formal business of the meeting, I'd like to take a few moments to reflect on this past year at TMX Group. Despite persistent and unique challenges caused by the COVID-19 pandemic, 2021 was indeed an outstanding year for TMX Group.

We reported strong financial results for the year, including record revenue and significant growth in earnings per share; and cash flows generated, and we also made important progress in executing our long-term growth strategy. Beyond active markets, TMX's strong performance can be attributed to two key factors. Our diverse and resilient business model, and second, the hard work and perseverance of our people. It is a vital role TMX plays at the center of Canada's capital markets ecosystem. On behalf of the board of directors, I wanna thank all of our employees across the organization and around the world for their dedicated efforts in serving our clients and stakeholders across this ecosystem. We salute your extraordinary accomplishments over the past year.

Looking forward, TMX remains fully committed to serving our customers across the world with excellence and in continuing its pursuits of opportunities to expand our global presence and deliver long-term growth. In addition to the impressive business accomplishments, TMX made important progress in our ESG initiatives in 2021. In mid-December, we released our inaugural task force on climate-related financial disclosures or TCFD report, detailing TMX Group's climate-related risks and opportunities. Earlier today, we published our company's third annual ESG report, outlining the important progress in our sustainability journey over the past year, including our new equity, diversity, and inclusion strategy to foster a more inclusive culture at TMX. The report also highlights some of the important steps we've taken on Indigenous reconciliation in line with the 2021 shareholder proposal to improve Indigenous relations and inclusion at TMX.

In closing, I wanna thank my fellow board directors for their ongoing commitment to our strategic vision. On behalf of all shareholders, I'd also like to thank retiring Director Marie Giguère, who served as a valued member of our board for the past 11 years. Marie, thank you for your many contributions to the board and its committees. Also, today, we are pleased to nominate Monique Mercier as our new director. The 12 nominees to this year's board have the right mix of skills and experience to guide the strategies and business operations of TMX Group. I look forward to working with them as we continue to deliver on our strategic priorities and growth objectives. Thank you. I will now ask John McKenzie to deliver a few remarks.

John McKenzie
CEO, TMX Group

Thank you, Chuck, and good afternoon, everyone. Thank you for attending today's virtual meeting. On behalf of all of us at TMX, I wish you the best of health to you and to your families. Now, before I share my comments on our performance in 2021 and the progress we have made in our corporate and business initiatives, I wanna share a message of strength and support from TMX to all those directly and indirectly affected by the war in Ukraine. As Chuck mentioned in his remarks, 2021 was a record year for TMX, in spite of the ongoing challenges caused by the COVID-19 pandemic. As I look back on 2021, what stands out to me most, and also what excites me most about the job ahead, is the unwavering commitment of our people.

Throughout the year in every facet of our business, TMX employees continue to drive our success, delivering excellent service to our clients and stakeholders, and rising to meet the day-to-day challenges of an extremely busy market. On behalf of our senior management team, I would like to thank all of our employees in Canada and around the world for your hard work and perseverance. Now, I'll focus my comments this afternoon on TMX's business performance in 2021 and later provide an update on the important progress we have made in initiatives across our key strategic growth areas. I will close out by outlining some recent steps we have taken to strengthen the organization, enhance our corporate culture, and propel us to future success. Now, turning to the results for the full year.

TMX generated record revenues of CAD 980.7 million, an increase of 13% from 2020. Diluted earnings per share grew 22% or 21% on an adjusted basis compared to the year-end December 31, 2020. TMX's impressive performance in 2021 reflected significant contributions from across all business areas, including capital formation, derivatives trading and clearing, Trayport, and stands as powerful evidence of TMX's ability to serve the diverse needs of our dynamic and global client base. Our operating expenses were up 9% from 2020, largely due to the inclusion of expenses related to AST Canada, including acquisition and integration costs. Now, taking a closer look at our business areas.

Revenue from capital formation increased 36% from 2020, largely driven by an increase in the number of issuer financings and financing dollars raised on the Toronto Stock Exchange and TSX Venture Exchange. It was a record-setting year in 2021 in terms of deal-making activity and new listings on our equity markets. Total financing dollars raised by issuers increased 33% from 2020, led by continued growth in our largest sectors of technology and mining. The highlights from 2021 included some new all-time records, including 177 new listings on the Toronto Stock Exchange, excluding graduates, a 17% increase from 2020. 36 corporate IPOs on TSX, three times the number from 2020, and 110 new listings in the innovation sector on TSX and TSX Venture, which include companies in clean tech, biotech, and renewable energy.

Within the numbers, the face of Canadian equities, the Canadian equity markets, is changing. Our stock list has never been so diverse, with companies of all sizes and stages of maturity from a broad range of sectors offering compelling opportunities to investors, and the foundation of our markets has never been stronger. On the TSX Venture Exchange, the world's leading public venture market and the bedrock of our unique ecosystem, issuers raised more than CAD 11 billion in financing across more than 1,800 transactions in 2021. Our strong public venture market is a key element of our two-tiered public company ecosystem and a differentiating feature of Canada's capital markets. TMX markets are a proven breeding ground for the next big thing.

Early-stage companies across all sectors are among the most innovative in the world, and no market in the world does a better job of nurturing and clearing a path to long-term success for small- cap growth companies than the Canadian public venture market community. We celebrated 36 graduations from TSX Venture to TSX during 2021, the most since 2011. Now, as you may know, we reported results for Q1 2022 last night, and the start of the year has presented challenging conditions for capital raising to continue. Global uncertainty around inflation and interest rates, a pullback in the valuation of some sectors, and increased volatility have affected the ability and appetite for companies to come to market to raise money. Most importantly, from our perspective, the pipeline remains strong.

As always, we're in regular dialogue with companies in all sectors and stakeholders across the ecosystem, including bankers, venture capitalists, or private equity firms about potential IPO candidates within their portfolios, companies that will come to market when conditions are right. Now let me turn to derivatives. Revenue from trading and clearing increased 13% from 2020, driven by increased revenue from Montréal Exchange and CDCC. 2021 was a significant year of growth for Canadian derivative markets. Total volumes on MX increased 29% compared to 2020, highlighted by strong performances in some of our signature Canadian benchmark products, including the BAX contract, where volume grew 21% year-over-year. We also saw significant growth in investor interest in some of our developing product areas, with volume in single share futures up 91% and equity options up 35% as compared to 2020.

MX continues to adapt its suite of products to meet investor demand. In November 2021, we launched the 30-year Government of Canada bond futures contract, adding another liquidity point to our futures curve to complement the two, five, and 10-year products. The new 30-year product is designed to facilitate hedging for longer maturity instruments and to create more cross-market trade opportunities. MX also took a major step forward in its global expansion plans with the September launch of trading on Asia Pacific Time. An initiative that began in 2018 with the trading on London Time extended trading hours on the Montréal Exchange links Canada's derivatives markets directly to the world's premier financial centers, enabling modern investors in all time zones to trade Canada on their time. MX's global expansion strategy continues to gather momentum.

Trading in the UK and Asia Pacific extended hour sessions currently makes up about 6% of MX's overall trading volumes. The extended hour session generated robust activity in index and bond futures traded during February, accounting for approximately 10% of daily volumes. Canada's derivative markets continue to build on a strong 2021 in the first three months of 2022, with 3% growth in total volumes on MX, driven by sustained client interest in newer products and increased investor demand for tools to manage risk during turbulent market conditions. As we look ahead, we continue to explore new ways to enhance our product suite to meet investor demand with a focus on new areas, including sector futures and crypto futures, which we expect to launch later this year.

Now, sticking with the global theme, it was another strong year for Trayport as well, with double-digit revenue growth compared to 2020, driven by an increase in the average number of total subscribers. Trayport revenue also included revenue from TradeSignal, a leading provider of systematic and technical charting solutions, which we acquired in June. Global energy markets have experienced a sustained period of volatility. In 2021, natural gas supply shortages in Europe and parts of Asia, coupled with increased demand as economies moved toward pre-pandemic levels of activity, drove energy prices to record highs. Trayport's core network played a vital role in Europe's energy trading market, particularly during periods of extreme turbulence, providing access to more than 50 execution venues and clearing houses across more than 20 power and 20 natural gas markets.

Volatility continued into Q1, 2022, as the conflict in Ukraine and the corresponding sanctions significantly impacted global energy commodity trading markets. Trayport continues to perform well in Q1 2022, driven by a 7% growth in the average number of total subscribers. In response to rapidly evolving global energy markets and the ongoing transition to renewables gathering momentum, Trayport continues to explore opportunities to diversify its client offerings and expand into new asset classes and geographies. Thus far in 2022, Trayport has also taken important steps to execute on its global strategy. At the end of March, we announced in co-collaboration with IncubEx, the successful launch of the Voluntary Climate Marketplace, or TVCM. TVCM offers carbon offset projects from five of the leading offset registries, which are tradable with live bids and offers through Trayport's dual platform.

It's an important and unique initiative for Trayport and has applications across TMX's ecosystem. You know, for companies like us that are looking to achieve their ESG commitments and net zero targets, the Voluntary Carbon Marketplace provides price discovery and efficient access for trading carbon credits. TMX Group participated in the first trade on TVCM last year as we purchased credits to offset our 2020 and 2021 emissions, enabling us to meet our 2021 net zero target. Just last week, Trayport and Tradition, one of the world's largest interdealer brokers in OTC financial and commodity-related products, announced the successful adoption of Trayport's technology across Tradition's global refined oil operations. Now, in addition to a fantastic year from a performance perspective, last year we undertook an important internal exercise with employee participation from across the country to define our corporate culture.

The output of this initiative included the new TMX Group ED&I strategy and an operational plan with a commitment to fostering a fair, diverse, and inclusive workplace. Our culture work also included the development of a new purpose statement. We make markets better and empower bold ideas. TMX's purpose encompasses all we do for clients and stakeholders across the markets we serve to ensure that Canada's public markets remain globally competitive. You will find no more passionate advocate, no bigger cheerleader for Canada's markets than the TMX. We have the best markets in the world. They are deep and diverse, fair and liquid, innovative and responsive. It may sound brash, but it's a fact that we don't need to be shy about.

TMX is committed to using our voice to advocate for measures to sharpen our competitive edge and ensure that our markets are built for sustained long-term success. A healthy public company ecosystem fuels economic growth, spurring innovation, attracting global investment, and creating jobs. TMX operates at the center of this vibrant and vital ecosystem, and we feel that this is a powerful story that is also ours to tell. For us, making markets better also means doing everything we can to be a people-first organization that makes a meaningful, positive impact, and that includes finding ways to be more inclusive, enabling underrepresented groups like Indigenous entrepreneurs and businesses to have more access and better opportunities to participate in our markets. Now, as you may recall, last year, TMX Group shareholders voted in favor of a proposal from the Atkinson Foundation to improve Indigenous relations and inclusion at TMX.

Before I turn the meeting back to Chuck, I wanna provide an update on the progress we have made over the past year in partnership with Indigenous organizations doing great work in this area. Now, we are still very early in our journey, but we are committed to finding real-world solutions and to setting an example for our broader stakeholder community across the country. On September 13, 2021 , we commemorated National Day for Truth and Reconciliation in Canada with a very special virtual market open ceremony. As part of that day, we held our first cultural education workshop, an interactive session to build employee awareness around the history of residential schools, the health and education of Indigenous peoples, and the priorities of the community. Employee response to this powerful and moving session was unprecedented. We had the highest ever engagement for an educational event at TMX.

Building on the understanding is a crucial step to take an informed and effective action. TMX is participating in the Canadian Council for Aboriginal Business's Progressive Aboriginal Relations, or PAR, certification program. We're working with CCAB and other organizations to help put TMX on a path to developing our own reconciliation action plan. In March, I took part in a very enlightening panel discussion on corporate Canada's role in advancing reconciliation at the annual SHARE Investor Summit. We recognize that improving Indigenous relations is not solely TMX's journey to take. Reconciliation is the responsibility of all Canadians, and we can help raise the visibility for the companies that are leading the way. Last month, we launched two PAR stock lists on TMX Money, identifying for investors our listed companies that are both PAR committed and PAR certified.

Now in closing today, I want to update you on some additions we have made to our business leadership team. In November of 2021, we appointed Michelle Tran, a respected TMX veteran with deep connections across our client community, as the new President of TMX Datalinx. In February of this year, we appointed Tim Babcock as the new Vice President and Head of the TSX Venture Exchange. Tim has more than 20 years of experience with TSX Venture and deep knowledge and expertise regarding all aspects of the business and venture community. Filling these key roles and others from within our organization demonstrates our commitment to nurturing talent and developing exceptional leaders for the future. It stands as compelling evidence that we are on the right track to establishing the high-performance culture that we strive to achieve. TMX has a rich and storied past.

In fact, later this year, we will celebrate 170 years at the center of Canada's capital markets. Our history includes a number of global firsts for our industry. April 23rd marked the 25th anniversary of the last floor trade on the Toronto Stock Exchange, as we became the first exchange in North America to go fully electronic. Since 1997, the digital age has transformed all aspects of our world in more ways than we could have imagined. The truth remains, Canada's markets are home to innovation. Today's TMX is dedicated to living up to that legacy of innovation by helping define new sectors, reaching into new asset classes and jurisdictions around the world, and delivering new, groundbreaking data and analytics applications.

We see this as key defining elements in fulfilling our role as an engine of opportunity, serving modern issuers and participants, investors, and traders in Canada and around the world. In the future, I look forward to continuing to update you on our progress. With that, let me turn the meeting back over to you, Chuck. Thank you very much.

Charles Winograd
Chair of the Board of Directors, TMX Group

Thank you, John. We now return to the business to be conducted at this meeting. All proxies will be voted as instructed by the shareholders. Only proxy holders and registered shareholders attending this virtual meeting who have not voted or have previously returned a proxy and now wish to change their instructions and vote differently need to complete an online ballot. I will now provide instructions on how to vote at this meeting. Unless requested, I will not repeat these instructions for each motion. To vote, click on the applicable voting option. Your vote will be automatically submitted to the TSX Trust, our Scrutineer, after you click on your choice. Votes may be changed up to the time voting is closed.

When voting is open, if you do not choose for, withhold, or against, as applicable, and if you have not previously submitted a proxy vote, your vote will not be recorded, and you will be regarded as having abstained from voting. The online ballots will be tabulated by the scrutineer and announced prior to the conclusion of the meeting. A simple majority of the votes cast, in person or by proxy, will constitute the approval of all matters voted on at the meeting. Since the meeting is conducted in a virtual-only format this year, we've asked two employee shareholders of the corporation, Shelley Lindsay and Tony Presutti, to move and second all motions. I will call on them at the appropriate time. Voting will be open for all resolutions at the same time.

This will allow you to choose to vote on all resolutions immediately at once, or wait until the conclusion of the discussion on each resolution prior to casting your vote. Cheryl, are there any questions from the participants on online voting procedures?

Cheryl Graden
Chief Counsel, Enterprise Corporate Affairs Officer, and Corporate Secretary, TMX Group

No, we have not received any questions.

Charles Winograd
Chair of the Board of Directors, TMX Group

Thank you. I understand a quorum is present, so I propose to commence the business of the meeting while the scrutineer prepares a report on attendance. The polls are now open. The notice calling this meeting and the Management Information Circular have been made available, one, to all shareholders of the corporation entitled to vote, two, to the directors of the corporation, and three, to the corporation's auditor. The last annual and special meeting of shareholders of the corporation was held on May 12th, 2021. The minutes of that meeting are available for review by any shareholder by contacting the corporation. I will now request a motion that these minutes be taken as read.

Shelley Lindsay
Legal Specialist, Intellectual Property, Corporate Policies and Special Projects, TMX Group

I move that the minutes of the last annual and special meeting of shareholders of the corporation held on May 12, 2021 be taken as read.

Speaker 7

I second the motion.

Charles Winograd
Chair of the Board of Directors, TMX Group

Thank you. Cheryl, are there any questions relating to the motion of the minutes of the last annual and special meeting of shareholders of the corporation be taken as read?

Cheryl Graden
Chief Counsel, Enterprise Corporate Affairs Officer, and Corporate Secretary, TMX Group

No, we have not received any questions.

Charles Winograd
Chair of the Board of Directors, TMX Group

We will now proceed with the vote. I will now call upon the secretary to present the scrutineer's report on attendance.

Cheryl Graden
Chief Counsel, Enterprise Corporate Affairs Officer, and Corporate Secretary, TMX Group

The scrutineer reports that there are registered shareholders or proxy holders present and holding or representing 42,823,509 shares, or 76% of the issued and outstanding shares on March 16th, 2022, the record date for this meeting. According to the bylaws of the corporation, a quorum is present. The written report will be delivered to you at the end of the meeting.

Charles Winograd
Chair of the Board of Directors, TMX Group

Based on the scrutineer's report, I declare the quorum to be present. I therefore declare that the meeting to be regularly constituted for the transaction of business. The next item of business is to consider the audited consolidated financial statements of the corporation for the year ended December 31, 2021, and accompanying notes, together with the auditor's report and the management statement, all contained in the corporation's annual report, mailed to those shareholders who requested a copy prior to this meeting. The board of directors has approved the consolidated financial statements, and I now place them before the meeting for consideration. Cheryl, are there any questions relating to the annual financial statements?

Cheryl Graden
Chief Counsel, Enterprise Corporate Affairs Officer, and Corporate Secretary, TMX Group

No, we have not received any questions.

Charles Winograd
Chair of the Board of Directors, TMX Group

The next item of business is the appointment of the auditor for the current year. I will now ask for a motion appointing KPMG LLP as the auditor of the corporation at a remuneration to be fixed by the board of directors until the next annual meeting of the shareholders, and for a seconder of this motion.

Shelley Lindsay
Legal Specialist, Intellectual Property, Corporate Policies and Special Projects, TMX Group

I move to appoint KPMG LLP as auditor of the corporation until the next annual meeting of shareholders and authorize the board of directors to fix the remuneration of KPMG LLP.

Speaker 7

I second the motion.

Charles Winograd
Chair of the Board of Directors, TMX Group

Thank you, Shelley and Tony. You've heard the motion. Cheryl, are there any questions related to the appointment of the auditor for the current year?

Cheryl Graden
Chief Counsel, Enterprise Corporate Affairs Officer, and Corporate Secretary, TMX Group

No, we have not received any questions.

Charles Winograd
Chair of the Board of Directors, TMX Group

We will now proceed with the vote. We will now proceed with the election of directors. The number of directors to be elected has been set at 12 by the board. All 12 of the recommended nominees have been approved by the board of directors and have consented to stand for election to the board. Additional information about the recommended nominees is contained in the Management Information Circular. Our director qualification policy provides that in an uncontested election of directors, any nominee who receives a greater number of votes withheld than votes for will tender his or her resignation to the board promptly following our annual meeting. I now declare the meeting open for nominations.

Shelley Lindsay
Legal Specialist, Intellectual Property, Corporate Policies and Special Projects, TMX Group

I have the pleasure of nominating the following 12 individuals as directors of the corporation to hold office until the next annual meeting of shareholders or until their successors are duly elected or appointed. The individuals are Luc Bertrand, Nicolas Darveau-Garneau, Martine Irman, Moe Kermani, William Linton, Audrey Mascarenhas, John McKenzie, Monique Mercier, Kevin Sullivan, Claude Tessier, Eric Wetlaufer, and Charles Winograd.

Speaker 7

I second the motion.

Charles Winograd
Chair of the Board of Directors, TMX Group

Thank you, Shelley and Tony. Secretary report. Thank you, Cheryl. Are there any further nominations or any questions from the participants on the nominations?

Cheryl Graden
Chief Counsel, Enterprise Corporate Affairs Officer, and Corporate Secretary, TMX Group

No, we have not received any further nominations or questions.

Charles Winograd
Chair of the Board of Directors, TMX Group

Thank you. Thank you, Cheryl. Since there are no further nominations, I declare the nominations closed. 12 persons have been nominated as directors, and there are 12 directors to be elected. We will now proceed with the vote. The next item for business is the approval on an advisory basis of our approach to executive compensation. I will now ask for a motion approving on an advisory basis our approach to executive compensation as disclosed, rather, in the Management Information Circular.

Shelley Lindsay
Legal Specialist, Intellectual Property, Corporate Policies and Special Projects, TMX Group

I move to approve on an advisory basis and not to diminish the role and responsibilities of the directors that the shareholders accept the approach to executive compensation disclosed in the Management Information Circular.

Speaker 7

I second the motion.

Charles Winograd
Chair of the Board of Directors, TMX Group

Thank you, Shelley and Tony. You've heard the motion. Cheryl, are there any questions relating to approval on an advisory basis of our approach to executive compensation as disclosed in the Management Information Circular?

Cheryl Graden
Chief Counsel, Enterprise Corporate Affairs Officer, and Corporate Secretary, TMX Group

No, we have not received any questions.

Charles Winograd
Chair of the Board of Directors, TMX Group

Thank you. We will now proceed with the vote. If you've not yet voted on any of the other items in the business agenda, please do so now. I believe the polls are now closed. I will now ask David Arnold, the corporation's Chief Financial Officer, to present the highlights in the financial statements and to comment on our Q1 2022 results.

David Arnold
CFO, TMX Group

Thank you, Chuck, and good afternoon, everyone. We'll begin with a quick overview of our 2021 financial results. Some details were mentioned by John in his earlier remarks, so I won't cover those. Diluted earnings per share for 2021 were CAD 5.99, a growth of 22% compared to CAD 4.91 in 2020. While adjusted diluted earnings per share for 2021 were CAD 7.10, up 21% compared with CAD 5.88 in 2020. The increase reflected an 18% increase in our income from operations, including AST Canada, which was acquired on August 12, 2021. There was also an increase in our share of income from the BOX Options Exchange, partially offset by higher net finance costs from 2020 to 2021.

Our revenue grew by 13% last year to a record CAD 980.7 million, mainly driven by increases in capital formation, equities trading, Canadian Depository for Securities, derivatives trading and clearing, as well as Global Solutions, Insights and Analytics. That was partially offset by a decrease in fixed income trading revenue. This increase in revenue was partially offset by a 9% increase in operating expenses, which included just under CAD 22 million of costs in 2021 related to AST Canada, as well as higher headcount and payroll costs, higher short-term employee performance incentive plan costs, and higher information technology spend. Turning to our balance sheet.

We repurchased 560,000 shares under our 2021 normal course issuer bid program in 2021 on the heels of completing our 2020 program in early January 2021. We once again renewed our normal course issuer bid program for 2022, allowing us to purchase up to 560,000 shares, or approximately 1% of the common shares outstanding between March 4, 2022, and March 3, 2023. In Q1 2022, over 94,000 shares were repurchased under this program. Our debt-to-adjusted EBITDA ratio was 1.7 times at March 31, in line with our target leverage ratio of 1.5-2.5 times.

We held over CAD 412 million in cash and marketable securities at the end of the quarter, which was approximately CAD 207 million in excess of the CAD 205 million we target to retain for regulatory and credit facility purposes. Last night, our board of directors approved a quarterly dividend of CAD 0.83 per common share, payable on June 3 to shareholders of record as of May 20. In Q1, we paid out 46% of our adjusted earnings per share, which is slightly above the midpoint of our targeted payout ratio of 40%-50%. As at the closing share price on April 25, this translates to a dividend yield of 2.5%. Thank you. I'll now turn it back to Chuck.

Charles Winograd
Chair of the Board of Directors, TMX Group

Thank you, David. I have received the report on the ballots from the Scrutineer and will ask Cheryl Graden to read the report. Cheryl.

Cheryl Graden
Chief Counsel, Enterprise Corporate Affairs Officer, and Corporate Secretary, TMX Group

The Scrutineer reports that the shareholders present virtually or represented by proxy have voted as follows. On the appointment of KPMG LLP as auditor at a remuneration to be fixed by the board, 99.92% for, withhold 0.08%. On the election of directors, the average vote total for the 12 nominees set out in the Management Information Circular, for 94.89%, withhold 5.11%. In the interest of time, I will not read the results for each of the directors. I do, however, confirm that no director received a greater number of withheld votes than votes in favor of that director. On the acceptance, on an advisory basis, of the approach to executive compensation as set out in the circular, for 89.48%, against 10.52%.

Charles Winograd
Chair of the Board of Directors, TMX Group

Thank you, Cheryl. As chair, I adopt the report of the Scrutineer, and based on these results, I declare that KPMG LLP has been appointed as auditor of the corporation at a remuneration to be fixed by the board of directors. I also declare that Luc Bertrand, Nicolas Darveau-Garneau, Martine Irman, Moe Kermani, William Linton, Audrey Mascarenhas, Monique Mercier, John McKenzie, Kevin Sullivan, Claude Tessier, Eric Wetlaufer, and Charles Winograd have been duly elected as directors of the corporation to hold office until the next annual meeting of shareholders, or until the director resigns, becomes ineligible or unable to serve, or until his or her successor is elected or appointed. I also declare that shareholders have, on an advisory basis, accepted our approach to executive compensation. This concludes the business of the meeting. I would like to call for a motion terminating the meeting.

Shelley Lindsay
Legal Specialist, Intellectual Property, Corporate Policies and Special Projects, TMX Group

I move to terminate the meeting.

Speaker 7

I second the motion.

Charles Winograd
Chair of the Board of Directors, TMX Group

Thank you, Shelley and Tony. I declare that the formal part of this meeting is now terminated. The formal part of the meeting is completed. Cheryl, are there any questions for John or me from shareholders or proxy holders who are attending the meeting virtually?

Cheryl Graden
Chief Counsel, Enterprise Corporate Affairs Officer, and Corporate Secretary, TMX Group

There are no questions.

Charles Winograd
Chair of the Board of Directors, TMX Group

As there are no further questions, I will now conclude the informal portion of today's meeting. Thank you for your attendance.

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