Pembina(US:PBA)2024-05-09 21:24Shareholder Meeting and Voting - The annual meeting of shareholders is scheduled for May 10, 2024, at 2:00 p.m. (Mountain daylight time) [46]. - Voting instructions must be submitted by beneficial shareholders to their nominees before the proxy cut-off time [67]. - The virtual-only meeting format allows all registered shareholders to participate regardless of geographic location [54]. - The company will post voting results on SEDAR+ and EDGAR following the meeting [52]. - Shareholders must ensure they are connected to the internet for the duration of the virtual meeting to vote [60]. - The company does not anticipate any changes to the items of business to be brought before the meeting [72]. - The proxyholder must vote according to the instructions provided by the shareholder, or they may use discretion if no instructions are given [73]. Auditor Information - KPMG was appointed as the external auditors for Pembina Pipeline Corporation until the next annual meeting, with 264,790,001 common shares (81.36%) voted in favor and 60,656,399 shares (18.64%) against the appointment [91]. - Total fees paid to KPMG for 2023 amounted to $4,311,268, an increase from $4,040,730 in 2022, with audit fees specifically rising from $3,620,880 to $3,975,592 [93]. - The audit committee confirmed KPMG's independence in accordance with relevant Canadian and U.S. regulations, ensuring compliance with SEC and IESBA standards [89]. - The audit committee conducts an annual review of the external auditor, assessing independence, quality of the audit team, and communication [100]. - Pembina engaged with shareholders representing over half of the votes against the auditor resolution at the 2023 annual meeting to address concerns regarding auditor independence [91]. - The audit committee has implemented a pre-approval policy for non-audit services to maintain auditor independence [95]. - KPMG's audit-related fees decreased from $180,150 in 2022 to $127,865 in 2023, while tax fees slightly increased from $48,450 to $50,811 [93]. - The lead audit partner for Pembina last rotated for the 2023 audit, adhering to mandatory rotation requirements of five years for lead partners [108]. - Pembina's audit committee is satisfied with KPMG's compliance with regulatory mandated rotation requirements and the onboarding of qualified engagement partners [109]. - The company emphasizes the importance of independence, objectivity, and professional skepticism in its audit processes [110]. Executive Compensation - Pembina's executive compensation approach received 94.03% support from shareholders in the 2023 "say on pay" vote, with 291,703,960 votes in favor and 18,504,111 votes against [115]. - Pembina's approach to executive compensation is based on a "pay for performance" principle, aligning executive pay with corporate strategy and performance [114]. - The total value of securities held by CEO J. Scott Burrows is approximately $23.73 million, including 37,593 common shares and 464,784 restricted and performance share units [143]. Board of Directors - The board of directors consists of 11 members, all of whom are nominated for election at the meeting [80]. - The majority voting policy requires each director to receive a majority of votes cast for their election or resign immediately following the meeting [83]. - Pembina's board of directors consists of eleven nominated directors, all independent except for the CEO, ensuring a diverse and experienced governance structure [122]. - The board's governance practices meet or exceed legal and stock exchange requirements, focusing on good governance principles [199]. - The board oversees Pembina's overall ESG strategy, ensuring ethical culture and sustainability [205][206]. - Pembina maintains a commitment to diversity, including specific targets for women and overall diversity among directors [201]. Strategic Priorities and Risk Management - Pembina's strategic priorities include sustaining and enhancing existing businesses, investing in energy transition, transforming and exporting products, and creating a differentiated experience for stakeholders [229]. - The board conducts annual strategy sessions to review current activities, long-range financial forecasts, and future growth opportunities, ensuring alignment with the company's strategic plan [225]. - In 2022, Pembina conducted a detailed review of its business on a commodity-by-commodity basis, focusing on decarbonization and globalization scenarios to assess business resiliency [226]. - Pembina's risk management policies include an enterprise risk management process aligned with strategy, designed to identify and assess potential risks [233]. - The board oversees risk management and ensures understanding of principal risks, balancing risk and potential return for long-term viability [230]. - Pembina's strategy was approved by the board in December 2022, aimed at delivering value to stakeholders well into the future [228]. - The company is committed to maintaining a strong financial position and delivering industry-leading returns through prudent capital allocation [229]. Cybersecurity and Sustainability - The company has not experienced an information security breach in the last three years and maintains cyber insurance [239]. - Pembina's sustainability focus areas include governance, energy transition and climate change, employee well-being, health and safety, responsible asset management, and community engagement [240]. - Pembina's cybersecurity program aligns with the National Institute of Standards and Technologies Cyber Security Framework, focusing on governance, risk and compliance, and security operations [239].