TransAlta's CEO Hosts Annual General Meeting (Transcript)

TransAlta Corporation (TAC)

Annual General Meeting Call

April 26, 2012 1:00 PM ET


Gordon Giffin – Partner, McKenna Long & Aldridge

Dawn Farrell – President and CEO


Sandra Evans [ph]

Todd Stack [ph]

Jennifer Pierce [ph]

David Akash [ph]

Martin Rich [ph]

Diane [ph]

Dean Lucich [ph]

Parvez Mohammed [ph]

Myles Schroder [ph]

William Bacolod [ph]

Andrea Beck [ph]


Gordon Giffin

Good morning. The appointed hour of 11 a.m. having arrived, we will begin the meeting. Welcome to all of you on behalf of the TransAlta board of directors. It is certainly my privilege to welcome you to this annual meeting of the shareholders of TransAlta Corporation.

The board and management very much appreciate you, our shareholders, taking your time to be here today. My name is Gordon Giffin, and I am chair of the board of TransAlta, and I will chair this meeting, this morning. Our vice president and corporate secretary, Marie [ph] will act as Secretary of the meeting, and she is on the far left of the table.

I’m also pleased to introduce and present to you our president and chief executive officer, Dawn Farrell, who is also seated upfront with us. This meeting will also be web cast live, and we welcome those who are joining us on the internet. We also welcome those of you who may be with us today, who are not shareholders, but I remind you that only shareholders or proxy holders are entitled to vote or to actively take part in the business of this meeting.

We will first conduct the formal business of the meeting, and then at the conclusion of the formal business I will make some brief remarks on behalf of the board. And then our CEO, Mr. Farrell, will then address you to discuss in more detail TransAlta’s performance in 2011, and our strategy for the future.

There will be time for questions and answers following the remarks. Before I begin the formal part of the meeting, I want to ensure that everyone recognizes that there are exits at the rear of the room. And in the case of a disruption of power, it won’t be TransAlta’s fault, but lights will still be illumination, so you will be able to find your way, the exit light will remain on and I suspect that this is the way you came in, so you may have a sense of how to get out.

By now formally call this annual meeting of shareholders for TransAlta Corporation to order. We will first go through the formal parts of the meeting. This is Ms. Sandra Evans [ph], and Mr. Michael Marasco [ph], of CIBC Mellon Trust, our transfer agent, are in attendance today, and I appoint them to act as scrutineers for this meeting.

I ask Ms. Sandra to file a copy of the notice of this meeting, which was mailed on March 23, 2012, to shareholders of record at the close of business on March 1, 2012. A copy of the notice and proof of service will be filed with the records of this meeting. The scrutineers have provided me with a preliminary report on the attendance and it appears that 1347 shareholders are present at this meeting in person or by proxy, representing 64,383,589 common shares of the company.

Accordingly 28.7% of the common shares outstanding are currently represented at this meeting. It therefore declare that a quorum is present, and that this meeting is properly constituted for the transaction of business. A copy of the scrutineers’ report will be filed with the records of this meeting. In order to move the meeting smoothly, employees who are shareholders or proxy holders will move second motions to be put before the meeting.

I now declare that the minutes of the last annual meeting of shareholders, which was held on April 28, 2011, have been verified and signed, and are filed with the corporation’s minute book. Anyone wishing a copy of those minutes may pick one up from the table located in the lobby, outside this room.

The next item of business is the receipt of the annual consolidated financial statements of the corporation, and the auditor’s report for the year ended December 31 2011. The annual consolidated financial statements of the corporation and auditor’s report contained on pages 69 through 149 of our annual report were mailed to shareholders in accordance with the securities law of requirements, together with a notice of this meeting.

Copies are available again on the table in the lobby outside this meeting, and I request the secretary to file a copy of the annual report with the minutes of this meeting. Mr. Ryan McDonald, a representative of Ernst & Young, the auditors of the corporation is available to answer questions during the general question periods if you have any.

The next item of business is the election of directors. The board has set the number of directors to be elected at this meeting at 11. We are satisfied this number of directors is appropriate to provide us a significant range and depth of expertise and to meet all corporate governance requirements. I would like to briefly introduce the directors standing for election to the board, and ask each to stand when I call their name.

William D. Anderson. Bill is a resident of Toronto and has been a director since 2003. He was president of BCE Ventures, and prior to that was chief financial officer of BCE. He has extensive financial experience and has been involved in the management and execution of numerous corporate transactions. He is a chartered accountant and a member of the Institute of Chartered Accounts of Ontario, and Bill chairs the audit and risk committee of the board.

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