David O’Brien - Chairman
Clayton Woitas - Interim President & CEO
Sherri Brillon - EVP & CFO
Encana Corporation (ECA) 2013 Annual Meeting of Shareholders Conference Call April 23, 2013 4:00 PM ET
Good afternoon ladies and gentlemen. I am David O’Brien, Chairman of the Board of Encana Corporation and it’s my pleasure to welcome you to Encana’s Annual Meeting of Shareholders. Welcome as well to those shareholders participating in the audio-webcast of this meeting.
To facilitate the conduct of the business of this meeting, we have a designated area for filming and taking photographs during the meeting. And we'd appreciate if media and others would remain within that area.
Before beginning, I would like to introduce the head table. At the far end is, Clayton Woitas, the Interim President and Chief Executive Officer. Next to him is, Sherri Brillon, Executive Vice President and Chief Financial Officer and beside her is Jeff Paulson, Vice President, Corporate Legal Services and Corporate Secretary.
I'll now call the meeting to order. In accordance with bylaw number one of Encana Corporation, I shall act as Chairman and Jeff Paulson will act as Secretary of the meeting. With your consent, I will ask [Nazeem Nathu] and Michael Marasco representatives of CIBC Mellon Trust Company to act as scrutineers for the meeting.
The purpose of today's meeting is to allow shareholders firstly to receive the consolidated financial statements and the auditor’s report. Second to elect directors. Third to appoint the auditor for the ensuing year and authorize the directors to fix its remuneration. Four, to hold a non-binding advisory vote approving the corporation’s approach to executive compensation. Five, to consider and if deemed appropriate, pass an ordinary resolution reconfirming and approving the shareholders rights plan. And six, to transact such other business as may properly be brought before the meeting.
All of this is outlined in Encana’s Information Circular dated February 28, 2013. Copies of the Information Circular, Annual Report and minutes of the last annual meeting of the corporation held on April 25, 2012 are available at the shareholder information tables.
A statutory declaration is on hand proving that notice of the annual meeting has been mailed to all shareholders of record as at March 4, 2013 and I direct the Secretary to file the statutory declaration with the minutes of the meeting. A preliminary scrutineers report has been provided to me confirming that there are 2,097 shareholders present in person or by proxy, which represents just in excess of 477 million shares or approximately 64% of the outstanding common shares of the corporation.
With the notice of the meeting being given and a quorum being present, I declare the meeting properly called and constituted for the transaction of business. The formal report of the scrutineers will be attached to the minutes of the meeting.
The current directors other than myself and Clayton Woitas are seated in the front row and I would like to introduce them to you now and would ask each director to please stand as I call out your name and remain standing until I have introduced everyone. Peter Dea from Denver; Claire Farley from Houston; Fred Fowler from Houston; Suzanne Nimocks from Houston; Jane Peverett from Vancouver; Brian Shaw from Toronto and Bruce Waterman from Calgary. Please join me in acknowledging the current Encana Board. Thank you.
Before we start the former business of the meeting, I would like to take this opportunity to thank one director who is retiring from the Encana Board today. Allan Sawin began his tenure as an Encana Director in 2007 and has been a member of both the Audit and Human Resources Committee during this time. In addition to his significant contributions to the community, Allan has served as the President of several investment in oil and gas service companies, is Director and Chairman of the Edmonton Eskimos Football Club and the Governor of the Canadian Football League. Allan, on behalf of Encana’s Board, senior management, staff and all of shareholders, we thank you for your contributions and we extend our very best wishes for your continued success and good health in the years to come. Please stand up and be recognized.
Also at today’s meeting representing Encana’s auditors are three members of PricewaterhouseCoopers LLP; [Raul Paulie], Matt Fuller and Don Cormack.
We will now proceed with the formal businesses meeting. Those present are reminded that only registered shareholders or duly appointed proxyholders are entitled to participate in the formal part of the meeting. After the formal meeting, there will be an opportunity for shareholders, proxyholders and webcast participants to ask general questions not directly related to the formal business of the meeting during the question and answer period. The meeting overview sheet given to you ahead of the meeting outlines the question and answer period protocols.
Moving on to the first item of business is to receive the consolidated financial statements in the auditor’s report in the year-ended December 31, 2012. Copies of the 2012 annual report containing these statements and the auditor’s report were mail to shareholders in advance of the meeting and are also available at the shareholder information tables. We will be pleased to answer questions regarding the financial statements during the question and answer period.
The next item of business is the election of directors. The Board of Directors has set the number of directors to be elected at nine. Each director is to be elected to hold office until the next annual meeting of shareholders or until his or her successor is elected or appointed. The meeting is now open for the nomination of directors.
Mr. Chairman, my name is [Chad Schneider] and I am a proxyholder of the corporation. I nominate the nine persons whose names are listed under the heading Election of Directors on pages six to 12 of the information circular. They are Peter Dea, Claire S. Farley, Fred J. Fowler, Suzanne P. Nimocks, David P. O'Brien, Jane L. Peverett, Brian G. Shaw, Bruce T. Waterman and Clayton H. Woitas.
Thank you, Mr. Schneider; are there any other nominations? There being no further nominations, I declare nominations closed. May I have a motion on the Election of Directors?
Mr. Chairman, my name is [Kent Ferguson] and I am a proxyholder of the corporation. I move that the nominees presented to this meeting be elected as directors of the corporation to hold office until the next annual meeting of shareholders or until their successors are elected or appointed.
Thank you. Is there a second to here for the motion?
Mr. Chairman, my name is [Caroline Sweers] and I am a proxyholder of the corporation, I second the motion.
Thank you, Ms. Sweers. Are there any questions with respect to the motion? As per Encana’s policy on director voting procedures, a ballot will be taken on this resolution. The votes of all shareholders who have deposited proxies will be voted for or withhold as specified in the form of proxy. Proxyholders and registered shareholders who have not voted should have received a blue ballot upon registration. If you did not, then please raise your hand and the scrutineers will provide you with one. To vote mark an X across from each directors’ name for which you are voting for or withhold, please sign and print your name on the lines provided and raise your completed blue ballot, raise your hand with your completed blue ballot so the scrutineers can collect from. So I will now complete the voting on the election of directors.
Are there any more ballots to be collected?
If none the scrutineers will now retire to count the ballots and report back to us later in the meeting.
The next item of business is the appointment of Encana’s auditor. May I have a motion appointing the auditor of the corporation for the current year and authorizing the directors to fix their remuneration?
Mr. Chairman, my name is [David Sheridan]. I am a proxy holder and shareholder of the corporation. I move that PricewaterhouseCoopers LLP, chartered accountants, Calgary, Alberta be and they are hereby appointed as auditor of the corporation to hold off until the close of the next annual meeting of shareholders or until their successors are duly appointed and that the directors be and they are hereby authorized to fix their remuneration.
Thank you Mr. Sheridan. Is there a second for the motion?
Mr. Chairman, my name is [Judy Parker] and I'm a proxy holder of the corporation. I second the motion.
Thank you, Ms. Parker. Is there any discussion on this matter? All in favor signify by raising your right hand, opposed if any. I declare the motion carried.
The next item of business to hold a non-binding advisory vote approving the corporation’s approach to executive compensation. The board recognizes shareholders should be given an opportunity to fully understand the philosophy, objectives and elements used by the Board in considering its executive compensation decisions. As part of our Encana’s ongoing commitment to corporate governance practices, the Board has included a non-binding shareholders advisory vote approving the corporation’s approach to executive compensation, sometimes referred to as say-on-pay.
As this is an advisory vote, the results will not be binding upon the board However in considering its future approach to compensation, the Board will contemplate the results of the vote to better understand any shareholders concerns that might have influenced the voting results. May I have a motion on the non-binding advisory vote approving the corporation’s approach to executive compensation?
Mr. Chairman, my name is [Jocelyn Salazar] and I'm a proxy holder of the corporation. I move that the following non-binding advisory resolution be approved. Resolve that on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, the shareholders approve the approach the executive compensation as described in the statements of executive compensation section of the information circular dated February 28, 2013, and deliver in advanced of the 2013 annual meeting of shareholders.
Thank you, Ms. Salazar. Is there a second for the motion?
Mr. Chairman, my name is [Cynthia Larsson] and I am a proxy holder of the corporation. I second the motion.
Thank you, Ms Larsson. Are there any questions in respect of the motion? A ballot will be taken on this motion. The votes of all shareholders who have deposited proxies will be voted for, voted against as specified in the form of proxy. Registered shareholders and proxy holders who have not voted should have received a pink ballot upon registration. If you did not, then please raise your hand and the scrutineers will provide you with one. To vote mark an X in the box opposite the word for or against, please sign and print your name on the lines provided, and when having done, so raise your completed pink ballot so the scrutineers can collect them.
Are there any more ballots to be collected? Seeing none, the scrutineers will retire to count the ballots and report back to us later in the meeting. The next item of business is a reconfirmation and approval of the corporation’s shareholders rights plan. Encana maintains a shareholders rights plan similarly to other publicly traded companies in Canada, an overview of the purpose in terms of the shareholders rights plan is contained in the information circular starting on page 15. As per the rights plan shareholders are required to reconfirm the plan every three years and on this basis it has been presented at this meeting.
If the reconfirmation is not obtained the rights plan will seize to have effect. Encana shareholders are requested to approve an ordinary resolution, the text of which was set forth on page 17 of the information circular to reconfirm and approves the shareholders rights plan. There will be a ballot on this resolution.
Mr. Chairman, my name is [Ryan Edwards] and I am proxy holder of the corporation. I move that the resolution reconfirming and approving the amended and restated shareholder rights plan agreement dated as of April 21, 2010. The full text of which resolution is set out on page 17 of this information circular be approved.
Thank you, Mr. Edwards. Is there a second for the motion?
Mr. Chairman, my name is [Cynthia Larsson] and I am a proxy holder at the corporation. I second the motion.
Thank you, Ms. Larsson. Are there any questions in respect of the motion? As mentioned a ballot will be taken on this motion, the votes of all shareholders who have deposited proxies will be voted for or voted against as specified in the former proxy by the person’s designated therein.
Registered shareholders and proxy holders who have not voted earlier should have received a purple ballot when they registered. If he didn’t receive one, please raise your hand and the scrutineers will provide you with one. To vote mark an X on the box opposite the word for or against, please sign and print your name on the lines provided and when having completed raised your hand with the purple ballot in the air and scrutineers will collect the ballots.
Any further ballots to be collected? Scrutinizers will now retire to count the ballots and report back to us. While the scrutineers counting the ballots we would like to show you a brief video from the 2013 Responsible Canadian Energy Awards presented by CAPP, the Canadian Association of Petroleum Producers where Encana was a recipient of the 2013 President’s Award.
I have received the scrutineers report on the ballot results regarding the election of directors. The approval of the corporation’s approach to executive compensation and the reconfirmation and approval of the shareholder rights plan. I can report that the resolution to elect the directors to hold off until the next annual meeting of shareholders or until their successors are elected or appointed has been approved by more than 84% of the shareholder votes cast. I therefore adopt the scrutineers report and declare the motion carried.
I can report that the non-binding advisory vote approving the corporation’s approach to executive compensation has been approved by more than 82% of the shareholders votes cast and I adopt the scrutineers report and declare the motion carried.
I can report that the resolution reconfirming and approving the corporation shareholder’s rights plan has been approved by more than 92% of the shareholders votes cast. I adopt the scrutineers report and declare the motion carried.
This now concludes the formal business of the meeting. Before we terminate the formal business and move on to the informal Q&A and addresses this from the podium, is there any other business to be brought before the meeting?
As there is no further business to be brought before the formal part of the meeting, I declare the formal meeting terminated.
I now wish to say a few words as the Chairman of the Corporation. Encana continues to be recognized as a company with a tremendous asset base and superior technical capabilities. Despite the challenges we face this year, we continue to successfully execute our business strategy and delivered a solid performance that saw us meet or exceed the operational goals we set for 2012.
Over the past year, we completed several significant joint venture transactions with world-class partners, including subsidiaries of Mitsubishi Corporation, PetroChina Company Limited and Toyota Tsusho Corporation. These transactions are helping us to maintain consistent long-term development programs. However, all of our efforts have been overshadowed by the impact of low natural gas prices, but I am glad to note that now there is some optimism that a modest recovery in natural gas prices is underway.
In addition, on the operations side, we are encouraged by the promising early results achieved in our oil and liquids programs and our continuing delineation and development activities at a measured pace. The successes including the joint ventures achieved in 2012 have allowed us to enter 2013 in a position of financial and operational strength. In 2013, our measured investment approach will focus on our capital funding on our most profitable projects. Our sharp and focus on running our business as cost efficiently as possible will continue to lay a solid foundation for Encana’s longer-term success and profitability.
The deep pool of talent we have in our leadership team and staff is reflected on how we have continued to deliver on our targets despite the persistence of low North American natural gas prices. These achievements are also reflects the leadership of our former President and CEO, Randy Eresman and we thank him for his many contributions to our company over his lengthy and distinguish career. The milestones achieved under Randy’s tenure will help position his successor and our company for long-term success. With the search for a new President and CEO continuing, we do have a short list of highly capable and qualify candidates and hope to announce our selection in the coming period of time.
I would also like to address my own succession as Chairman of Encana’s Board of Directors. I have been Encana’s Chairman since its inception in 2002 and before that was Chairman of Pan-Canadian Energy. I am pleased to say that my role at Encana will continue a short while longer. The Board earlier passed a resolution allowing me to stand for re-election today and continue as Chairman beyond Encana’s normal retirement age for directors. I will continue as Chairman as we search for our new President and CEO; once I decide it is an appropriate time to step down as Encana's Chairman, the Board has determined that Clayton Woitas will be the incoming Chairman of the Board.
To Encana’s shareholders and employees, I thank you for your continued support. Encana's rich resource base and depth of operational knowledge combined with its financial strength has us well positioned for future success and I am confident that the solid foundation has been set for our future. Thank you.
Before I turn the meeting over to Clayton Woitas, who will give a presentation providing an overview of Encana's strategic direction, are there any question cards to be collected? Please raise your hand if you have a question card and an Encana volunteer will collect them. Questions will be addressed after Clayton’s presentation, so if you have a question card put up your hand.
I will now ask Clayton Woitas, Encana's Interim President and Chief Executive Officer to give his presentation. Thank you.
Thank you, David. Good afternoon ladies and gentlemen and thank you all for attending our annual meeting and providing me with this opportunity to take your through an update on Encana’s area of focus in 2013. Also, since I will be talking about Encana’s future and you would be aware of the advisory included in the slides in my presentation regarding the use of future oriented information.
Let me begin this afternoon by introducing the members of Encana’s senior management team. I would like them to stand and remain standing until they have been introduced. To my right is Sherri Brillon, Executive Vice President and Chief Financial Officer. And at the front of the room we have Bob Grant, Executive Vice President, Corporate Development, Corporate Responsibility of Environment, Health and Safety as well as Reserves, a very busy man. We have Terry Hopwood, Executive Vice President and General Counsel; Eric Marsh from our Dallas office, Executive Vice President and Senior Vice President of our USA division; Mike McAllister, Executive Vice President and President of the Canadian Division; Bill Oliver, Executive Vice President and Chief Corporate Officer; Bill Stevenson, Executive Vice President and Chief Accounting Officer; Jeff Wojahn from our Denver office, Executive Vice President and President of our US Division; and Renee Zemljak also from our Denver Office Executive Vice President, Midstream, Marketing & Fundamentals.
That ladies and gentlemen is your Encana leadership team, just give them a hand. One of the (inaudible) to me that Dave and I should talk beforehand because folks going to be saying exactly the same thing. So I'll have to embellish you a little bit. Early in 2013 we initiated a process of change at Encana. At a high level I would like to review these changes with you.
Firstly what remains the same. We have a high quality natural gas and oil asset base in specific parts of Canada and United States. We have a highly regarded technical teams focused on resource play, evaluation and development. We are committed to dividend payments. So what is changing? There's a renewed focus on cost efficiency and profitability. We significantly reduced our capital program in 2013 versus what we've been spending in previous years. This reduction in capital was primarily in the capital we are dedicating to our emerging coil resource plays. This new measured pace will allow adequate time to ensure commerciality of these plays before we go to development.
What does the future hold? Soon a new presidency yield will be in place to provide leadership to Encana. As we look forward Encana will once again be one of North America’s world class developers and producers of natural gas. Encana will have a more balanced portfolio of cash flow generation between natural gas and liquids and Encana will establish its position as a premier North American energy company.
I would like to now review Encana’s asset base. We have a tremendous inventory of resource plays concentrated in specific parts of Canada and United States. Where we are involved we have very significant land positions and decades of drilling inventory. We recognize the resource potential early and most if not all these place, hence our entree cost is quite low. The high value of our resource place has been independently confirmed by third parties who are investing billions of dollars during the interest through developer, the work on this resource plays. These joint ventures significantly enhance Encana’s return on capital employed on these projects. Our natural gas plays are in a more development mode and the focus is much more on capital efficiencies and liquid extraction.
Our oil and liquid rich resource plays are early stage. As indicated in our press release, results to-date have been encouraging with a number of these emerging plays, oil plays getting close to commerciality. The potential oil and liquid additions from the Duvernay in the Kaybob area of Western Alberta and the TMS, Tuscaloosa Marine Shale in Mississippi is very, very exciting, the sheer density of the resource. The valuation process we're undergoing or undertaking on all our resource plays is very similar to what we did in our natural gas plays in the early life over the last three to five years. This is road we've traveled before at a measured pace.
Our focus in 2013, priority one is cost reduction through eliminating redundancies and focusing on our core business, we expect annual cash savings on a go forward basis of some between $100 million to $150 million a year. Through a focus on being and best-in-class we expect a further 10% improvement in our capital efficiencies. We are undergoing growth in our oil and liquid production base. This will occur from the greater recognition and executional programs on our more conventional oil and liquid assets.
We continue to work on our emerging oil resource plays and we will accelerate development when wanted. We have heightened focus on our natural gas business become the lowest cost company. We will maintain our financial strength through careful capital spending, supplemented with proceeds from non-core asset dispositions and joint ventures.
Being recognized as a quality corporation is extremely important for Encana, core values in our business maintain a safe and healthy work place, operate in an environmentally responsible manner, contribute to the community where we live and operate. Encana as indicated here has received many awards for high standards in corporate (inaudible), environmental stewardship, sustainable practices and this is effects.
In conclusion, at Encana, we have world-class resource plays. In natural gas they are rapidly underdevelopment phase. In the oil side they are undergoing evaluation. We have industry leading technical teams undertaking the activities and we have an organization committed to cost effectively managing our business. I thank you for your attention.
Thank you, Clayton. Before I begin the question and answer period, are there any other question cards to be collected? In order to accommodate the questions from various sources, we will take questions from the floor and also from webcast participants. We ask you follow the process listed on the meeting overview sheet.
Clayton, Sherri and I will now take questions from the audience and audio webcast and we will alternate as appropriate between the floor written and webcast questions. To start, are there any questions from the floor.
Yes sir. My name is [Len Skowronski]. I am beneficial shareholder. My question’s directed to the Chairman of the Board. According to Encana’s annual report for 2012, there was a financial loss of $2.8 billion. Also shareholders’ equity was reduced by $3.3 billion. Also during that time, the CEO and four executive VPs received $22 million in total compensation. Of that total $13.2 million were in bonuses and incentives. Now my question is, how can the Board justify giving this amount of bonuses for what was a dismal performance during 2012? Thank you.
You correctly pointed out the financial results were very difficult. The reason in part for that of course was the natural gas prices were as low as they have been in a very long time and had dropped precipitously. We adopted US accounting standards which meant that we had to measure our asset base on a trailing 12-month gas price which was extremely low and caused us to take a book writedown on our assets. This did not reflect the operations of the company or the performance of its employees. The employees and the executives actually performed very well in terms of replacement of reserves, finding costs, recycle ratio and the other measures which were within their control and the Board has to take all that into account in determining appropriate payments.
The other thing when you cite the numbers what happens is that things such as stock options are valued on a theoretical basis, but does not necessarily reflect the compensation that an executive will receive overtime. One of the real difficult things when you are in the natural gas business, the prices are way down and others are in the oil side and prices are way up is that you do not support your executives and employees which are the key to your future success you will lose them to go to oil companies across the street. People don't even have to move their houses and their families. They just go into a different underground parking and go up to an oil company which is doing very well because of the oil prices. The last thing we can afford to do is lose the key talent which is the basis on which we will succeed in the future.
Thank you for your question. Is there another question from the floor before I go to other written questions?
A question and I think it should be Clayton to answer. Given the volatility of gas prices over the past several years, is there a price range where the company would begin to bring curtailed production back and what would this potentially do for increasing cash flow and profits overtime?
Thank you for the question. We do not have any shed in or curtailed natural gas volumes at this time.
In other words we are producing all the gas we have. That doesn't mean that we couldn’t increase our gas production if we got the right price signals which suggest because we have an enormous gas resource base and with the right price signals we can develop a lot more gas; however, we don't want to create a surplus situation which was the cause for the precipitous decline in gas prices over the last two or three years.
Is there another question from the floor? Are there any other written questions? Okay, question from the floor.
Could you comment on your expectation for additional joint venture transactions this calendar year?
I will just repeat the question for those who may have not. I believe the question was, do we expect more joint venture activity here in 2013? Joint venture activity has non-core asset disposition, it's a process that’s never ever ends as you continue to look to upgrade your inventory, upgrade your asset base. So it's an ongoing process. 2012 was a spectacular year for Encana and for the whole, the various teams involved in that, a very significant capital that was brought in 2012, a significant carry capital that we have over the next number of years.
I believe our carry capital, capital spend by third parties on our behalf in 2013 is about $800 million to $825 million, which really it's invested parallel to our own so it really enhances our returns. 2012 was a spectacular year. I think we're ahead of the curve. Little more challenging here in 2013 and there is if more to be understand there is a lot (more product.
There are many other companies who are trying to do these joint venture activities so there is a lot more competing product out there and they are potentially the same or less buyers. So we continue on this process. We don’t need to do it here in 2013. Once that really meet all of our criteria we will do but we are under no pressure to having to do any joint venture this year similarly with assets disposition. If we hits our retention value plus we will do it, if not we will pass. Does that answer your question? Thank you.
We have a question I think it was came from the webcast Chinese investments and resources such as the oil sands and natural gas are on the rise, is there a maximum set for Chinese investment in Encana to ensure it remains a Canadian company? Will Encana ensure the foreign temporary workers will not be used over Canadian workers?
Well, first of all, what's happen in the investments was they weren’t investing in Encana the corporation, they were investing in specific assets by way of joint venture. So it had no impact on the ownership of Encana the corporation, but it did have an impact in terms of enabling us to realize the value on some of our significant assets by entering into a joint venture with a Chinese company whereby they paid a significant amount of cash upfront and carry us in terms of our share of the investment for a period of time. So these have been very positive developments, that’s the kind of investment that Canada wants as opposed to necessarily taking over some of our best companies.
On the foreign temporary workers, I don't know whether Encana has any. Sherri would you know on that issue?
I am not hearing of any foreign workers. We have actually put in place at talent system within Canada allow us to have greater mobility of our staff resident in the company so we can fully utilize our capabilities as well as we continue to have an active student program and utilize students both in the field and in the offices.
What effort is being made in R&D by Encana to use natural gas for busses in Canadian cities? I will turn that over to Clayton, but let me just say an introduction that we have a group of people within Encana that work on the natural gas economy and that involves looking at all the uses of natural gas everything from railroads to marine to heavy trucks to lighter trucks in our own operations but Clayton can perhaps expand on that.
Are we promoting to use natural gas vehicles? Absolutely, the whole [Moroccan Group] and know to have right here the city of Calgary is implementing the use of natural gas busses I believe. They are currently testing two CNG, compressed natural gases busses and as Encana we are providing full technical support on their efforts.
Thanks, Clayton. I think that is the end of questions. If that is the case, if there are no more further questions, then that concludes Encana’s annual meeting of shareholders. Ladies and gentlemen on behalf of Encana’s Board of Directors and senior management, thank you for attending today's meeting. Refreshments are available and good afternoon to you all. Thank you.