Good afternoon. Welcome to Canadian Western Bank's Annual Meeting of Common Shareholders. My name is Sarah Morgan-Silvester, and I have the privilege of serving as Chair of the Board of Directors of Canadian Western Bank. Our meeting today is held online as well as here in Edmonton, Alberta. We respectfully acknowledge that we are gathering today within Treaty 6 territory and Métis Nation of Alberta Region 4, the traditional and ancestral territory of the Cree, Dene, Blackfoot, Iroquois, Anishinaabe, Saulteaux, Nakota Sioux, and Métis. Canadian Western Bank's business takes place across the traditional lands of First Nations, Inuit, and Métis peoples across Turtle Island, or what we call today Canada. We recognize and respect their histories, languages, and cultures that have been tied to this land since time immemorial. We make this acknowledgment in gratitude to the keepers of this land and in commitment as an organization and as individuals who bear responsibility for moving together with clear minds, open hearts, and tangible acts of reconciliation. We will begin the formal portion of our meeting by voting on the matters included in the management proxy circular provided to all shareholders. You will vote to appoint the auditor, to elect the directors, and on the advisory resolution on Canadian Western Bank's approach to executive compensation. Following the conclusion of the formal business of the meeting, Chris Fowler, our President and Chief Executive Officer, will make a presentation followed by a question-and-answer session. As this meeting is also being held virtually via live webcast, I would like to set out a few rules for the orderly conduct of the meeting. Questions on a motion can be submitted by any registered shareholder or duly appointed proxyholder using the instant messaging service of the Lumi virtual interface. Registered shareholders or duly appointed proxyholders can submit their questions now, and they will be addressed when the motion is tabled. There will be brief pauses throughout the meeting to allow for questions to be received. Questions will be forwarded to me, and they will be addressed if they relate to procedural matters or relate directly to the motions before the meeting. For the purposes of the meeting today, if you have already submitted your proxy prior to the meeting, your votes have already been counted, so please don't vote again. Registered shareholders and their duly appointed proxyholders who have registered with the scrutineer in person today and have not already voted have been provided with a three-part ballot listing the three resolutions being voted on by the common shareholders today. Once a resolution has been called for a vote, please complete the portion of the ballot corresponding to that resolution. Once we have voted on all three resolutions, the ballots will be collected, and the scrutineer will tabulate the results. If you are joining us virtually, once we open the polls, registered shareholders and duly appointed proxyholders can vote on each business item until the polls are closed following the presentation of the business item. When the polls are open, you will receive a message on the Lumi virtual interface requesting you to register your votes. You will have only a certain amount of time to do so when the polls are open. If any unexpected glitches occur, and we really hope not, our service providers for this platform at Lumi are very experienced at running this type of meeting, and they will help us out. Thank you for your patience. Also joining me today are from Edmonton, Alberta, Chris Fowler, President and Chief Executive Officer, and Matt Rudd, Chief Financial Officer, Monique Petrin-Nicholson, Senior Vice President, General Counsel, and Corporate Secretary. I appoint Ms. Petrin-Nicholson to act as secretary of the meeting. I appoint Keith Claremont of Computershare Trust Company of Canada to act as scrutineer for this meeting. I am advised by the scrutineer that at least 53,970,338 common shares, representing 56.09% of all common shares of Canadian Western Bank, are represented by proxy at this meeting and that a quorum is present. Computershare Trust Company of Canada also advises that notice of this meeting has been given to the common shareholders in the proper manner. Accordingly, I declare this meeting of the common shareholders to be regularly called and properly constituted for the transaction of business. I now ask Lumi to open the polls for voting. The polls are now open, and at this time, all registered shareholders and duly appointed proxy holders who have properly logged in with their control numbers or username and wish to vote will be able to see on the screen all motions being brought forth at this meeting. Please register your votes by selecting the For, Withhold, or Against button next to each item to be voted on. The first item of business is the receipt of the financial statements of Canadian Western Bank for the year ended October 31st, 2022, together with the report of the auditors, which are included in the annual report. The annual report has been provided to registered shareholders and is available electronically on Canadian Western Bank's website. We have also provided a copy of the annual report under the Documents icon of the Lumi platform. I confirm that Canadian Western Bank's financial statements for the year ended October 31st, 2022, and the auditor's report have been received. The next item of business is the appointment of auditor. I ask Ms. Petrin-Nicholson for the motion to appoint the auditor for the coming year. I, Monique Petrin-Nicholson, move that the firm KPMG LLP be appointed as the auditor of Canadian Western Bank until the end of the next annual meeting of common shareholders of Canadian Western Bank. I, Tracey Ball, second the motion. Thank you very much, Monique. Are there any questions? There are no questions. Thank you. I now call for a vote on the motion before the meeting. Would all voting shareholders please enter your votes in Lumi or mark your physical ballot if you have not already voted. Before we get to the election of directors, I would like to take this opportunity to recognize and thank Robert Manning as he retires after 37 years of esteemed and dedicated service as a director of Canadian Western Bank. Robert joined the board of directors in 1986 and has been the longest-standing member of the board. Robert has made invaluable contributions to Canadian Western Bank over the years. His dedication, leadership, and invaluable experience will be missed. Thank you so very much, Robert, and we wish you all the best in your future endeavors. I will now ask Ms. Petrin-Nicholson for the nomination of the 10 individuals proposed for election in the management proxy circular provided to Canadian Western Bank's common shareholders. I, Monique Petrin-Nicholson, nominate Andrew J. Bibby, Marie Delorme, Maria Filippelli, Christopher Fowler, Linda Hohol, E. Gay Mitchell, Sarah Morgan-Silvester, Margaret Mulligan, Irfhan Rawji, and Ian M. Reid to serve as directors of Canadian Western Bank until the end of the next annual meeting of common shareholders of Canadian Western Bank. I, Tracey Ball, second the nomination. Thank you very much, Monique and Tracey. The scrutineer has advised me prior to this meeting that the number of votes represented by the management proxy to be cast in favor of the individuals listed in the management proxy circular sent to shareholders is greater than the number of votes which can be cast for an alternative nominee today. Are there any questions? There are no questions from the room or online. Thank you. I now call for a vote on the motion before the meeting. Would all voting shareholders please enter your votes in Lumi or mark your physical ballot if you have not already voted. The last item of business is the advisory vote on executive compensation. I ask Ms. Petrin-Nicholson for a motion to vote on the advisory resolution on Canadian Western Bank's approach to executive compensation. I, Monique Petrin-Nicholson, move that on an advisory basis, and not to diminish the role and responsibilities of the board of directors, that the shareholders accept the approach to executive compensation disclosed in Canadian Western Bank's management proxy circular delivered in advance of the 2023 annual meeting of common shareholders. I, Tracy Bond, second the motion. Thank you very much. Are there any questions? I have one. Now that you've created a situation for executive compensation, how does a shareholder get involved in terms of understanding where that compensation is relied upon, and how would they maybe put in suggestions or objections? A great question on executive compensation. Really, the executive compensation and the process that the board goes through in terms of determining that is really laid out in our information that's made publicly available. You will see some of that detailed in the proxy circular and other documents. That's really the first place to go in terms of that really good overview of what's happening with executive compensation. Of course, we're always open for suggestions and comments and feedback, and you can definitely make those suggestions directly to me as Chair of the Board or to the Chair of our Human Resources Committee, which is Linda Hohol. And that's how- And you can just- By email? Yes, just by email, or we can have a chat directly afterwards during our open session here. Sure. Okay. Thank you very much. There are no further questions from the room or online. Great. Thank you very much. I now call for a vote on the motion before the meeting. Would all voting shareholders please enter your votes in Lumi or mark your physical ballot if you have not already voted. Thank you. We will provide registered shareholders and duly appointed proxy holders approximately 30 seconds more to complete the ballot. Once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted. If you are voting by physical ballot, please print your name clearly in the space provided at the bottom of your ballot and sign your ballot. Once you've completed your ballot, please raise it in the air so that it may be collected by the scrutineer. Lumi, please close the polls. Thank you. I have been advised by the scrutineer that the ballots and proxies deposited for the meeting have been tabulated and that the results of the voting are as follows. The resolution appointing KPMG LLP as auditor of Canadian Western Bank has passed. The 10 director nominees have each been duly elected to serve as directors of Canadian Western Bank until the next meeting of common shareholders. The advisory resolution on Canadian Western Bank's approach to executive compensation has passed. A detailed report showing how votes were cast will be available on SEDAR. There being no further business for this meeting, I declare the formal common shareholders meeting terminated. I now invite Chris Fowler, our President and Chief Executive Officer, to speak to our fiscal 2022 performance and strategic activity. Chris, over to you. Great. Thank you very much, Sarah. Good afternoon, and thank you for joining us today. Every year, I look forward to our annual meeting to connect with you to express my gratitude for your commitment to CWB and discuss our compelling path to enhance value for our stakeholders. We appreciate our clients who choose CWB to be a valued partner in their success, our people for their delivering an unrivaled experience to our clients, and our investors for their continued support. We have a differentiated strategy as the best full-service bank for business owners and their families. We're obsessed with their success and provide them with an unrivaled client experience that remains consistent through economic cycles. Our winning culture and focus on our teams to deliver that client experience is our competitive advantage. We're executing on opportunities to win more full-service clients across Canada. Economic conditions deteriorated as fiscal 2022 progressed, with persistent levels of inflation from rising commodity prices, supply chain pressures, labor shortages, and strong global and domestic demand. In response, the implementation of rapid and significant increases in market interest rates is expected to cool economic growth. Could lead to recessionary conditions to emerge in Canada. Challenges experienced last month by certain banks in the United States and Europe have added to global financial market volatility and uncertainty. The Canadian banking system continues to show its strength and stability against this backdrop, and CWB remains well-positioned. We have a resilient balance sheet, and we have grown through disciplined underwriting, credit risk management, and prudent liquidity and capital management. Our track record is to deliver strong performance through economic cycles, and our strategic execution over several years positions us to continue to perform well in periods of economic and market volatility. Our performance in fiscal 2022 reflected solid growth and continued investment in strategically targeted full service growth initiatives in a volatile economic environment. Our annual adjusted earnings per share was CAD 3.62, down 5%, largely reflecting an increase in the performing loan provision for credit losses due to the deterioration in macroeconomic forecasts. Pre-tax, pre-provision income was up 1% compared to the prior year. We delivered 9% loan growth and a very strong credit performance. The rapid increase in market interest rates temporarily reduced our net interest margin and put downward pressure on our profitability. We expect that this pressure will subside in the current year as our assets reprice at higher market rates and catch up to the cost of our deposits, which have a shorter term length. Over the past several years, we have strategically focused on diversifying our funding sources and growing full service relationships. Very strong growth of branch-raised deposits and continued maturation of our debt capital market and securitization funding channels have delivered a significant improvement in the diversity of our funding mix. Efforts to convert our clients from single product to broader full service relationships are yielding strong results, and full service relationships now represent 41% of our banking center clients. We continue to leverage our enhanced cash management tools and products to broaden our access to full service client opportunities. By the end of the fiscal year, the hard work of our teams had supported 14% average annual growth of branch-raised demand and notice deposits over the last five years. In 2022, we delivered very strong general commercial loan growth of 14% compared to the prior year. This category is our largest full service client opportunity across Canada, and it represents a broad section of the economy that we believe is underserved by other banks. Over the last five years, our average annual general commercial loan growth has been 15%, while we have consistently delivered solid and sustainable average annual total loan growth of 9%. During the year, we prudently managed our regulatory capital ratios through the use of our at the market common equity distribution program. This program has enabled us to balance delivery of continued strong full service client growth while also maintaining a conservative capital position to support us through potentially volatile economic conditions. We've followed a disciplined lending model within a prudent credit risk appetite to achieve these results over the last several years. We ended fiscal 2022 at a historically low level of gross impaired loans, and credit losses remain well below historical averages. We continue to increase our brand awareness, familiarity, and physical presence in Ontario and are leveraging these improvements to drive market share gains. We delivered another year of very strong growth in Ontario, fueled by our existing businesses there and augmented by our full service banking center in Mississauga. We also opened our new banking center in Markham last summer. Over the last five years, average annual Ontario loan growth has been 14%. Recently, we reported our Q1 results with adjusted EPS up 16% from the prior quarter as we benefited from a strong credit performance and an impaired loan recovery, which more than offset a decline in non-interest income due to a large foreign exchange gain recognized in the previous quarter. Pre-tax, pre-provision income was down 3% sequentially. Growth in our market share in Ontario will be further supported with the opening of a new banking center in Toronto's financial district in 2023. We're also well positioned to capitalize on opportunities available for full service client growth in Western Canada and will leverage our new modern banking flagship center in downtown Vancouver to support market share growth in British Columbia. Our recently rebranded CWB Wealth provides a boutique offering that enables our teams to continue to be our clients' financial services partner through all stages of their lives. We're well positioned to provide a differentiated client experience in Canadian private wealth advisory services and strengthen full service relationships with successful business families, business executives, and their employees. We successfully launched our new personal and small business digital banking platforms in 2022. Continued investment in our digital capabilities broadens our access to stable, lower cost funding to enhance growth of full-service relationships both within and outside our banking center footprint. Execution of strategic investments provides us the foundation for stronger core financial performance. While we made investments in 2022 that continued to build our digital capabilities to support full-service client growth and invested to advance our transition to AIRB, which increased our efficiency ratio. Looking forward, we remain committed to balancing ongoing strategic investments to deliver an annual efficiency ratio below 50% on an ongoing basis. We're positioned to deliver solid full-service client growth due to the combined investments in our capabilities and teams, and our prudent approach to risk management, underpinned by our secured lending model, prudent capital, and robust liquidity position against the current economic conditions. It's with mixed motions to note both Carolyn Graham and Darrell Jones' well-earned retirements in October. Over the last 22 years, Carolyn played a crucial role on the executive team as we pursued our strategic direction, managed through a number of economic challenges, and diversified both our client base and funding channels. She's always been a champion of culture, inclusion, and diversity, and was a valued voice to the table throughout her tenure. Darrell retired from CWB after 14 years with the company and led us through an incredible technology and facilities transformation, including the implementation of our modern core banking system, design of our physical workplace strategy to embrace flexibility, and our virtual work environment that was enabled at the onset of the pandemic in 2020. We're very grateful for Darrell's vision. Carolyn and Darrell, you have been instrumental members of CWB's executive committee, and you will both be greatly missed. I'd also like to thank our people for their hard work to make CWB the best bank for business owners in Canada, and to our executive team, who lead your bank, Matt Rudd, Stephen Murphy, Jeff Wright, Kelly Blackett, Carolina Parra, John Steeves, and Azfar Karimuddin. To my fellow shareholders, I'd like to thank you for your commitment to CWB as we completed a year of strategic investments in a challenging environment. We're a resilient bank with a track record of strong performance through economic cycles, and our strategic execution over several years has positioned us well for the current market volatility. Our team is poised to deliver on our significant potential with strong growth on both sides of the balance sheet, and we have charted a course to meaningfully expand our return on equity and increase shareholder returns. Thank you. Thank you very much, Chris. Now at this time, we would welcome your questions. If you are in the room and joining us in person, could you please raise your hand and a microphone will be provided so that everyone else in the room can hear your question, and of course, those on the webcast can also hear your question. If you're attending virtually, you can ask a question by typing your question in the online platform provided by Lumi. The moderator will review and pose the question to Chris or to Matt or to me as appropriate. I think we have our first question. Good afternoon. I have two questions. On the balance sheet, there's an item called securities purchased under resale agreements. It's sort of part of loans. I understand it's lending money to someone. It's CAD 268 million, so it's not huge, at least at this time. I wondered maybe you could talk a little bit about what that is and who the money is loaned to. Very temporary liquidity management. If we find ourselves with a bit of surplus at the end of a balance sheet date, we'll lend it out, make a little bit of income on it, and then it comes back to us. Very short-term arrangements, a couple of days here or there, and our counterparties are the large Canadian banks, typically. Okay. The other question I had with all of what happened in the U.S. with bank runs, I recalled that a lot of deposits I used to hear years ago were sort of time and notice. I looked up Canadian Western Bank's at Note five, and it was interesting to see that only 3% of the deposits were payable on demand. Another large bank I looked at, I think, was 41%. Canadian Western Bank has very little deposits payable on demand. There is payable on notice, I think it's 39%, and that was savings accounts, apparently. I wondered, in the banking world, would you ever or do you impose those notice periods? Or is that something that could be done? Is it worked into the software that Because those are notice deposits, but I'm thinking that normally you can walk in and take your money out, that the notice is probably waived? I was just wondering about that in case the situation came up where there was a lot of people asking for their money back. The reason why we like notice deposits is it gives us a good tool to manage liquidity. Our notice periods, in some cases, are quite lengthy. In some cases, for a larger deposit, we'd want 12 months of notice before that deposit's withdrawn. In exchange for that notice, we're giving a slightly higher rate of interest, but we like the security it provides. We're given the benefit and the higher interest rate, we expect our clients to honor the notice period. No, we're in the normal course, not waiving notice. Even retail depositors, though, in theory, have that notice period, or do they not? This is primarily a product for our commercial clients. We have a small amount of retail with notice, but it is predominantly mid-market commercial clients where they are looking for a little bit of extra yield and in exchange, willing to give us a long notice period, and we are happy to take it. Thank you. That's my questions. Sorry, I have a question maybe you can answer. I have a question. I'm a shareholder. Your bank shares were CAD 41 in October 2021. It is now CAD 23.86 as of today. Can you tell me the reason why? There are a few, and it could be a long answer, but I'll try to make it short. I'll do my best. I'd say overall, if you think industry themes, banks are out of favor as an industry class. I think all banks have traded down over that period. We're no exception. What we see often when there's volatility in the economy, and this has happened before, we look back to the Global Financial Crisis in 2008, 2009. When you looked at what happened in Alberta in 2016, the oil price correction, regional recession. Our shares often trade down very quickly, and I think there's some potential concern because we're a smaller bank. People generally in these markets, the expression is they shoot first and ask questions second. What we found through those periods, where we've traded down in economic volatility, is each time we've come through, our credit losses have been very well-behaved. We haven't had any liquidity issues, no issues with our deposits. Our earnings have held in there and been very resilient and very strong. Our share price returns when the economy gets back to normal. I think that's a big piece of what we're dealing with here is some uncertainty in the economy. Our share price coming under pressure as a result of that. Our view is that it's completely unwarranted and without merit, and we'll prove ourself in operating and generating resilient profit through a cycle as we always do. Hello there. My name's Percy Pecor. I'm representing myself, my wife, and several other members who used to be a part of our investment group, but because of COVID, we no longer exist. They have several questions. Some of them were quite concerned when they were listening to BNN one day, and one of the analysts said that Canadian Western Bank probably went down in share price because of their exposure to the oil patch. To my recollection, I didn't think that Canadian Western Bank was that exposed to the oil patch. Would you be able to comment on that? Their second comment was regarding to what you talked about, which is the margin. You covered it pretty well, my question would be, how much of an increase in the margin, what would be the impact on the bottom line for Canadian Western Bank? On the first one, you're correct, and Chris can talk about our credit risk appetite on oil and gas, but the mathematical answer is it's under a couple percent of our entire loan portfolio, and oil and gas is predominantly gas. Very little actual direct exposure to oil. If you think secondary exposure to outside of the producer's oil and gas service, it'd be again less than 2% of our exposure. We've really not lent directly into oil. That surprises a lot of people, actually, including, I suppose, whoever gentleman was talking on BNN. I'm afraid they were mistaken. I'm not sure if you want to talk about, Chris, how we approach oil- Yeah. Why we made that decision, because that was deliberate. It was deliberate. If we think back to the oil price crash in 2015, 2016, we probably were at about 4% of our total assets that would be in exploration production and oil field service. What occurred then was there was a change in how the enforcement occurred in how you looked at particularly the smaller companies that would have producing wells and non-producing wells. Our challenge there was how could they resolve their situations in a challenging price environment when there's reclamation expenses. What occurred there was the regulator, the Alberta Energy Regulator, set a rule of how they would produce that. What we did was then decide that we would participate just with larger oil companies in syndicated exposure. Today, our exposure that Matt spoke to is actually under 1% of our total assets for exploration production are to larger producers, where one of the large banks in Canada is a lead lender, and we participate under a very defined structure from an underwriting perspective. We've been involved in that portfolio for many years, but we don't have a large exposure to it. It's a common observation, though, that you've said that people that if the fact you have a head office in Alberta, you think there's a thought process that we have a big oil exposure, but we don't have direct exposure. On the second question on the margin, I like simple math. Every one basis point of net interest margin, it's about CAD 4 million of annual revenue. That's about CAD 0.03 of earnings per share. When we look forward and the reason why we're so optimistic about earnings and where our net interest margin is going, if you think there's upside coming there, it's a pretty significant driver of earnings for us looking forward. Just having our margin get back to normal. I think Chris covered it well in his opening remarks, just mechanically of how that's going to happen. That quantifies the upside. Maybe a silly question, since your Canadian Western Bank is more national now across the country, have you considered or explored a name change? No. We like being called Canadian Western Bank. We like our heritage in Edmonton. We think our brand is very strong. We've worked hard to build a brand, and talk about being the best full-service bank for business owners in Canada. We say Canada, not just Western Canada, but we're proud to be from Western Canada. Our goal is to provide that differentiated service in Ontario as well. We're being very successful there. We're happy with that. We're happy with our name, we're happy with the portion of the market that we target, and we've had great client response from that, and we continue to look to provide that service to our clients. My question's going to go the other way on the oil and gas exposure. I've now attended Scotiabank's AGM, Royal Bank's AGM, and in each of those, there's a lot of pressure on these Eastern-based banks to reduce their oil and gas exposure. I appreciate your point on reclamation costs being a large non-balance sheet liability. Do you think there's a big opportunity as the Eastern-based banks become increasingly under pressure to step into it? There's some smart risk to be taken, and I just don't know how big the opportunity is for Canadian Western Bank to step into that void. Well, I think we will always be looking for what the best opportunities are. When we think about that business, the large banks are a big provider of financial services to the oil and gas industry. At our size, before we were the smaller producers, and now we're involved with the larger producers in syndicated constructs. We don't really have the size to replace the bulk that Scotia and Royal would bring to the market. We would continue to participate as we see appropriate because we think there's some great producers out there. There's all sorts of opportunity with energy transition that will occur, and there will be opportunity, I think, for all the banks. I think there's more to be written on what the next pages will be, and I think we'll all be paying attention to that very closely. Chris, are there any other questions online? We have no more questions from the room or online. Thank you very much, and thank you for all of your questions. This now concludes the question and answer portion of the meeting, but we would be delighted to chat with you if you are in the room after we close up here. We are just about to do that. On behalf of Canadian Western Bank, thank you so much for joining the meeting today, and I look forward to talking with you at our next annual general meeting and certainly in the room today. Thank you very much.
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