Suncor Energy Inc. - Shareholder/Analyst Call

Suncor Energy Inc. (SU)

May 01, 2012 12:30 pm ET


John T. Ferguson - Chairman

Mark Illing -

Janice B. Odegaard - Senior Vice President, General Counsel and Corporate Secretary

Richard L. George - Chief Executive Officer and Non Independent Management Director

Bart W. Demosky - Chief Financial Officer

Steven W. Williams - President, Chief Operating Officer and Director


John T. Ferguson

We've now reached 10:30 a.m., and I'd ask that the meeting come to order. My name is John Ferguson, and I'm Chairman of Suncor Energy. On the platform is Steve Williams, the company's President and newly appointed Chief Executive Officer; Bart Demosky, Chief Financial Officer; Janice Odegaard, Senior Vice President, General Counsel and Corporate Secretary; and Rick George, who will formally retire from his position as Chief Executive Officer this morning.

On behalf of Suncor's directors and management, it is my pleasure to welcome you to the Annual General Meeting of the Shareholders of Suncor Energy.

There are several matters on the informal agenda this morning. To save time for your questions at the end of the meeting, a number of shareholders have agreed to make and second these formal motions. We've opened our meeting to members of the media and other guests. However, only shareholders and proxy holders may participate by voting at the meeting.

If there are any questions, comments from the floor relating to today's formal business, please stand, tell us your name and confirm whether you are a shareholder or a proxy holder. If you have any general questions, please hold them until the end of the meeting.

For those shareholders joining us by webcast, you are invited to submit your questions at the time using the question box on the webcast display. We will be more than happy to respond to them during the question-and-answer period at the end of the meeting.

Let's proceed with the business of the meeting, starting with the appointment of scrutineers. Computershare Trust Company of Canada is the transfer agent and registrar of the company, and is represented here today by Connor Doyle and Maureen Conway. If there's no objection, I will appoint them to act as scrutineers for the meeting, to report on the number and percentage of shares represented at this meeting and to record and report on the votes cast on any poll that may be taken.

You have all received the notice calling the meeting. I will now call on Janice Odegaard, Senior Vice President, General Counsel and Corporate Secretary, to report on the mailing of the notice.

Mark Illing

The notice calling this meeting of shareholders was mailed to all shareholders of record at the close of business on March 5, 2012, to each director and to the auditors of the company on March 28, 2012.

John T. Ferguson

A copy of the notice and proof of mailing will be filed with the minutes of this meeting. I'm advised that the scrutineers’ report has been completed, and a quorum is present. I ask that the Corporate Secretary read the scrutineers’ report, which indicates the number of shares represented in person and by proxy.

Janice B. Odegaard

Mr. Chairman, the scrutineers’ report shows 23 shareholders in person, representing 172,735 shares; 738 shareholders represented by proxy, representing 1,055,279,495 shares, for a total of 761 shareholders holding 1,000 -- 1,055,452,230 shares. That represents 67.51% of the issued and outstanding shares of Suncor.

John T. Ferguson

Thank you, Janice. I now declare the meeting regularly called and properly constituted for the transaction of business. I propose to take votes by ballot for the election of directors and for the resolution on Suncor's approach to executive compensation.

I propose to take votes by a show of hands for the appointment of auditors. Based on the proxies received prior to the meeting, if we held a ballot vote on the appointment of auditors, less than 1% of the votes would be cast against the motion.

I will now ask that the 2011 annual report, which includes financial statements for the year ended December 31, 2011, and the auditors' report be tabled. We have a copy up here.

The annual report was mailed to shareholders requesting the report and copies are available here today. We'd be happy to answer any questions concerning the annual report during the question-and-answer session following the formal part of the meeting.

The next item of business is the election of directors. Suncor's bylaws state that the number of directors to be elected at any meeting of shareholders shall be the number of directors then in office or such other number as has been determined by the board.

There are currently 14 directors in office. The Board has determined that 12 directors will be elected at the meeting. Brian MacNeill will be retiring to the board this year, and is not standing for reelection. Mr. MacNeill has provided significant contribution to Petro-Canada and Suncor's success through his sound business acumen and dedication during his tenure. Brian joined Suncor board at the time of the merger in 2009 after serving as Chairman of the Board of Petro-Canada for several years. Since the merger, he has served as Chairman of Suncor's Governance Committee and Audit Committee. On behalf of the board and the senior management team, I wish to thank Brian MacNeill for his service to Suncor and its shareholders.

Rick George, Suncor's long-standing Chief Executive Officer in December of 2011 announced that he would retire at the 2012 Annual General Meeting and would not stand for reelection as director. During his tenure, Mr. George has shown exceptional, strong leadership, helping to transform Suncor from the oil sands pioneer into Canada's largest energy company. The board -- our board deeply appreciates his commitment to Suncor and also his commitment to the industry and his contributions to Alberta and to Canada. Rick, on behalf of all the shareholders, thank you very much.

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