2020 Annual Information Form

Total Page:16

File Type:pdf, Size:1020Kb

2020 Annual Information Form MAPLE LEAF FOODS INC. ANNUAL INFORMATION FORM February 25, 2021 MAPLE LEAF FOODS INC. ANNUAL INFORMATION FORM February 25, 2021 Table of Contents FORWARD-LOOKING INFORMATION ................................................................................................................................................. 1 CORPORATE STRUCTURE ................................................................................................................................................................... 4 GENERAL DEVELOPMENT OF THE BUSINESS ..................................................................................................................................... 5 Overview ..................................................................................................................................................................................... 5 Vision and Strategy ...................................................................................................................................................................... 6 Safety and Business Continuity During the COVID-19 Pandemic ................................................................................................. 8 DESCRIPTION OF THE BUSINESS ....................................................................................................................................................... 9 Meat Protein Group ..................................................................................................................................................................... 9 Plant Protein Group ................................................................................................................................................................... 12 OTHER INFORMATION ABOUT MAPLE LEAF FOODS ....................................................................................................................... 14 Foreign Operations .................................................................................................................................................................... 14 Intellectual Property: Trademarks, Brands and Innovation ....................................................................................................... 15 Employees and Labour Relations ............................................................................................................................................... 15 Currency .................................................................................................................................................................................... 16 Pricing ........................................................................................................................................................................................ 16 Reliance on Key Customers ........................................................................................................................................................ 16 ENVIRONMENTAL SUSTAINABILITY ................................................................................................................................................. 17 RISK FACTORS .................................................................................................................................................................................. 18 DESCRIPTION OF CAPITAL STRUCTURE ........................................................................................................................................... 18 Common Shares......................................................................................................................................................................... 18 Non-Voting Securities ................................................................................................................................................................ 19 Preferred Shares ........................................................................................................................................................................ 19 Governance Agreement ............................................................................................................................................................. 21 Credit Facilities .......................................................................................................................................................................... 22 DIVIDENDS ...................................................................................................................................................................................... 22 Dividend Policy .......................................................................................................................................................................... 22 Dividend History ........................................................................................................................................................................ 23 MARKET FOR SECURITIES ................................................................................................................................................................ 24 DIRECTORS AND OFFICERS .............................................................................................................................................................. 25 Executive Officers ...................................................................................................................................................................... 26 Cease Trade Orders, Bankruptcies, Penalties or Sanctions ........................................................................................................ 29 AUDIT COMMITTEE ......................................................................................................................................................................... 29 Composition of the Audit Committee ........................................................................................................................................ 29 Relevant Education and Experience of Audit Committee Members .......................................................................................... 30 LEGAL PROCEEDINGS AND REGULATORY ACTIONS ......................................................................................................................... 32 CONFLICTS OF INTEREST ................................................................................................................................................................. 32 INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ................................................................................... 32 TRANSFER AGENT AND REGISTRARS ............................................................................................................................................... 32 INTERESTS OF EXPERTS ................................................................................................................................................................... 32 MATERIAL CONTRACTS ................................................................................................................................................................... 33 ADDITIONAL INFORMATION ........................................................................................................................................................... 33 APPENDIX “A” .................................................................................................................................................................................. 34 MAPLE LEAF FOODS INC. ANNUAL INFORMATION FORM Unless otherwise indicated, the information in this Annual Information Form is given as of December 31, 2020 and all amounts are in Canadian dollars. Unless the context otherwise requires, references herein to “Maple Leaf Foods” or the “Company” are to Maple Leaf Foods Inc. and its consolidated subsidiaries. FORWARD-LOOKING INFORMATION This document contains, and the Company’s oral and written public communications often contain, “forward-looking information” within the meaning of applicable securities law. These statements are based on current expectations, estimates, projections, beliefs, judgments and assumptions based on information available at the time the applicable forward-looking statement was made and in light of the Company’s experience combined with its perception of historical trends. Such statements include, but are not limited to, statements with respect to objectives and goals, in addition to statements with respect to beliefs, plans, targets, goals, objectives, expectations, anticipations, estimates, and intentions. Forward-looking statements are typically identified by words such as "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "could", "would", "believe", "plan", "intend", "design", "target", "undertake", "view", "indicate", "maintain", "explore", "entail", "schedule", "objective", "strategy", "likely", "potential", "outlook", "aim", "propose", "goal", and similar expressions suggesting future events or future performance. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or
Recommended publications
  • Maple Leaf Foods 2017 Sustainability Report GRI Index
    SUSTAINABILITY AT MAPLE LEAF FOODS BETTER FOOD BETTER CARE BETTER COMMUNITIES BETTER PLANET GRI INDEX GRI Index GENERAL DISCLOSURES GENERAL STANDARD DISCLOSURES STANDARD DISCLOSURE TITLE LOCATION/DESCRIPTION ORGANIZATIONAL PROFILE GRI 102-1 Name of the organization Maple Leaf Foods Inc. GRI 102-2 Organization’s activities, brands, products and services a. Maple Leaf Foods is a leading provider of food products to the foodservice sector and of private label retail brands. b. Maple Leaf®, Maple Leaf Prime®, Maple Leaf Natural Selections®, Schneiders®, Schneiders® Country Naturals®, Mina® and the Greenfield Natural Meat Co.™ GRI 102-3 Location of the organization’s headquarters Mississauga, Ontario, Canada GRI 102-4 Number of countries where the organization operates, Maple Leaf Foods has operations across Canada and two plant-based protein processing sites and names of countries where the organization has in the United States. significant operations or that are specifically relevant to the sustainability topics covered in the report GRI 102-5 Nature of ownership and legal form Maple Leaf Foods Inc. is publicly traded on the Toronto Stock Exchange under the symbol MFI. SUSTAINABILITY AT MAPLE LEAF FOODS BETTER FOOD BETTER CARE BETTER COMMUNITIES BETTER PLANET GRI INDEX GRI Index (continued) GENERAL DISCLOSURES GENERAL STANDARD DISCLOSURES STANDARD DISCLOSURE TITLE LOCATION/DESCRIPTION GRI 102-6 Markets served, including geographic locations where The Company distributes products across Canada and exports to global markets, including the products and services are offered and sectors served U.S. and Asia. GRI 102-7 Scale of the organization Maple Leaf Foods is a leading Canadian value-added fresh and prepared meats company, making high-quality, innovative products under many national brands.
    [Show full text]
  • Sustainability Report in April 2013
    Maple Leaf’s Core Sustainability Pillars Maple Leaf Foods is Canada’s leading consumer packaged meats company, headquartered in Toronto, Ontario. We make high-quality, great tasting, nutritious and innovative food products under leading brands including Maple Leaf®, Maple Leaf Prime®, Maple Leaf Natural Selections®, Schneiders®, Schneiders Country Naturals® and Mina™. Our Company employs approximately 11,500 people in its operations across Canada and exports to more than 20 global markets including the U.S. and Asia. About This Report Maple Leaf Foods published our first sustainability report in April 2013. This second report, which covers our activities during the fiscal and calendar year 2013, demonstrates the importance our Company places on sustainability initiatives and our commitment to transparency and continuous improvement in our social, economic and environmental performance. This report complements the operating and financial information in our 2013 annual report, where we provide more detailed information on our operating and financial results. It is our intention to publish an annual sustainability report and provide ongoing updates and additions that augment our disclosure. In 2013, Maple Leaf completed or announced agreements to divest of a number of businesses. We closed the sales of Rothsay, our rendering business, in October 2013; Olivieri®, our fresh pasta and sauce business, in November 2013; and our turkey production business, in July 2013. In the fall of 2013, the Company announced that it was pursuing value creation alternatives for its Bakery business. This culminated in an agreement to sell the Company’s 90% ownership of Canada Bread Company, Ltd. to Grupo Bimbo, S.A.B.
    [Show full text]
  • Maple Leaf Foods 2016 Sustainability Report
    Sustainability Sustainability at Maple Leaf at Maple Leaf Foods Advancing nutrition and health A far-reaching commitment MAPLE LEAF’S Valuing our people and communities deeply entrenched in our Treating animals well business SUSTAINABLE Eliminating waste MEAT PRINCIPLES GRI index Contact us Downloads LEARN MORE Meat production has both significant environmental and social impacts and benefits. Through a deeply held Sustainability vision to become a world-leading sustainable protein company, we believe we can drive shared value for at Maple Leaf Maple Leaf, society and the environment. We are investing significant resources and organizational focus Sustainability at on producing healthy, accessible and sustainable food Maple Leaf for all. A message from Sustainability is a far- - Michael H. McCain, Michael McCain reaching commitment at President and CEO About this Sustainability Report and Website Maple Leaf and deeply Creating shared value entrenched in our business. Our Sustainable Meat Principles Governance The world faces daunting Materiality, report boundary food challenges, and we and stakeholder inclusiveness believe we have an Collaboration important role to play in Maple Leaf’s value chain meeting those challenges Advancing nutrition in a way that balances the and health need to feed the world with Valuing our people and communities nutrition, environmental Treating animals well sustainability, animal WATCH OUR PROMISE, OUR PLAN wellness, accessibility and Eliminating waste affordability. GRI index Contact us Downloads A message from our CEO, Michael McCain We live in a complex and volatile world – a world which faces Sustainability at Maple Leaf A message from profound social challenges rooted Michael McCain About this Sustainability Report and Website in global food insecurity, Creating shared value Our Sustainable Meat environmental degradation Principles Governance Materiality, report boundary and other pressing issues.
    [Show full text]
  • Case Study: Maple Leaf Foods Inc. Corporate Energy Efficiency Strategy
    Case Study: Maple Leaf Foods Inc. Corporate Energy Efficiency Strategy When it comes to energy efficiency, Maple Leaf Foods Inc. is applying the same focus and commitment to energy efficiency that has made it a leader in a range of food industry categories. In 2001, the company began a process aimed at transforming how Highlights everyone in the organization thinks of energy. Ambitious targets and strong • Energy intensity reduced by more leadership from the executive team set the tone. Key to the company’s than 6 percent success is a corporate culture that encourages initiative and input from all staff – Maple Leaf Foods Inc. is evolving into a company that has energy • Annual energy saving exceeded efficiency embedded in everything it does. $8 million • Savings achieved Along the way, it has benefited from the support available to industrial companies through a structured and from Natural Resources Canada’s (NRCan’s) Office of Energy Efficiency. In addition to multifaceted approach enjoying bottom-line improvements through energy efficiency, in 2005, Maple Leaf to energy efficiency Foods Inc. received an honourable mention at Canada’s Energy Efficiency Awards ceremony, sponsored by NRCan, for a heat recovery project. Objective consumption. Today, the energy efficiency team has expanded and still meets regularly. Comprised of people In 2000, when energy prices began to rise, Maple Leaf from different areas of the company, including senior Foods Inc. set up three teams to look at energy efficiency: executives, the team is working toward a day when one focused on purchasing, another on investigating energy efficiency will be part of everyone’s work at alternative sources and the third on reducing energy Maple Leaf Foods Inc.
    [Show full text]
  • Maple Leaf Foods
    think Maple Leaf Foods Maple Leaf Foods Inc. Annual Report 2008 think vision Our vision is to become a globally admired meat, meals and bakery company. With roots that trace back well over 100 years, we’ve built a company that has strong brands, leading market shares, and over 24,000 employees around the world who share our values, our vision and our passion for food. In a turbulent economy how are we going to deliver value for shareholders? We are reducing our supply chain costs to increase profi tability and competitiveness in the global food market. We are transforming our businesses and our products to provide fresh, nutritious and convenient food choices that deliver great value. And most importantly, we are taking the lessons learned from last year’s listeriosis tragedy and implementing food safety programs that are best practices globally as we seek to become a food safety leader. Maple Leaf has a vision. And we’re well on our way. contents Financial Segmented Letter from Highlights Operating Results 3 the Chairman Message to Company Shareholders 17 Information financial highlights 1 For years ended December 31 (In millions of Canadian dollars, except share information) 2008 2007 2006 2005 2004 CONSOLIDATED RESULTS Sales 5,243 5,210 5,325 5,555 5,425 Adjusted operating earnings(i) 128 199 173 201 197 Net earnings (loss) from continuing operations (37) (23) (20) 65 68 Net earnings (loss), as reported(ii) (37) 195 5 94 102 Return on assets employed(iii) 3.4% 6.7% 5.6% 7.0% 7.7% FINANCIAL POSITION Net assets employed(iv) 2,348 2,267
    [Show full text]
  • Maple Leaf Foods 2019 GRI Index
    GRI Index GENERAL DISCLOSURES GENERAL STANDARD DISCLOSURES STANDARD DISCLOSURE TITLE LOCATION/DESCRIPTION ORGANIZATIONAL PROFILE GRI 102-1 Name of the organization Maple Leaf Foods Inc. (“Maple Leaf Foods” or “MLF” or “the Company”) GRI 102-2 Activities, brands, products, and services Maple Leaf Foods is a producer of food products under leading brands including Maple Leaf®, Maple Leaf Prime®, Schneiders®, Mina®, Greenfield Natural Meat Co.®, LightlifeTM, Field Roast Grain Meat Co.TM and Swift®. The Company’s portfolio includes prepared meats, ready-to-cook and ready-to-serve meals, value-added fresh pork and poultry, and plant-based protein products. GRI 102-3 Location of headquarters Mississauga, Ontario, Canada GRI 102-4 Number of countries where the organization Maple Leaf Foods has operations across Canada and two plant- operates, and names of countries where based protein processing sites in the U.S. the organization has significant operations or that are specifically relevant to the sustainability topics covered in the report GRI 102-5 Nature of ownership and legal form Maple Leaf Foods Inc. is publicly traded on the Toronto Stock Exchange under the symbol MFI. GRI 102-6 Markets served, including geographic The Company distributes products across Canada and exports to locations where products and services are global markets, including the U.S. and Asia. offered and sectors served Maple Leaf Foods is a major company in the food industry and its primary customers are grocery retailers and food service companies. 1 GRI Index (cont.) GENERAL DISCLOSURES GENERAL STANDARD DISCLOSURES STANDARD DISCLOSURE TITLE LOCATION/DESCRIPTION GRI 102-7 Scale of the organization Maple Leaf Foods is a leading consumer protein company making high-quality, innovative products under many national brands.
    [Show full text]
  • Brampton Poultry TSRS
    Toxics Substance Reduction Plan Summary For Sulphuric Acid (CAS #7664-93-9) Maple Leaf Consumer Foods Inc. 32 Kennedy Road Brampton, Ontario L6W 3E3 December 7, 2012 Pinchin File: 74028.002 Copyright © 2012 by Pinchin Environmental Ltd. 2470 MILLTOWER COURT, MISSISSAUGA, ONTARIO L5N 7W5 PHONE: (905) 363-0678 FAX: (905) 363-0681 ENVIRONMENTAL HEALTH & SAFETY MANAGEMENT SERVICES FROM OFFICES ACROSS CANADA www.pinchin.com 1-888-767-3330 Toxics Substance Reduction Plan Summary – Sulphuric Acid (CAS# 7664-93-9) 32 Kennedy Road, Brampton, ON December 7, 2012 Maple Leaf Consumer Foods Inc. Pinchin File: 74028.002 INTRODUCTION Facility Description The Maple Leaf Foods 32 Kennedy Rd. facility produces fresh, frozen, and value-added poultry products. At the facility, livestock is brought in and processed into finished meat products for general consumption. Livestock is brought into the facility and shackled to the continuous conveyor system for stunning and exsanguination. From there, the carcasses are scalded, plucked, eviscerated, washed and sent for refrigeration. Once refrigerated, the meat products are cut into the desired portions before being packaged and shipped to customers. The facility is serviced by a dissolved air flotation tank (DAF), which uses a sulfuric acid-based neutralization system to control the pH in the facility’s process water, blades to skim sludge from the surface of the water, and a polymer agent to promote flocculation. Maple Leaf Consumer Foods Inc. Maple Leaf Foods is a leading consumer packaged food company, headquartered in Toronto with operations across Canada and in the United States, United Kingdom, Asia and Mexico. We make high quality, great tasting, nutritious and innovative food products and are proud to have our leading, national brands such as Maple Leaf, Schneiders™, and Dempster’s™ in the cupboards and refrigerators of our consumers.
    [Show full text]
  • Maple Leaf Foods 2019 Annual Report
    Our Purposeful Journey 2019 ANNUAL REPORT ANNUAL REPORT | 2019 | MAPLE LEAF FOODS INC. 2019 Consolidated Financial Highlights Sales(i) 3,522 (In millions of 2017 Canadian dollars) Execution of key strategies in 2018 3,496 meat and plant protein drove 2019 3,942 accelerated growth in 2019 Adjusted 10.8 EBITDA Margin(ii) (iii) 2017 Decline in margins due to (As a % of sales) intentional strategic investment 2018 9.9 in plant protein and unfavourable 2019 8.1 fresh market conditions Capital Expenditure Increased investment in strategic (In millions of 2017 129 13 projects to gain efficiencies Canadian dollars) and build capacity, while base 2018 170 10 investment remains relatively 2019 188 83 stable Base Capital Construction Capital(ii) Dividends per Share 0.44 (In Canadian dollars) 2017 Fifth consecutive year of dividend growth, underscoring 2018 0.52 commitment to shareholder 2019 0.58 return (i) 2017 sales exclude the impact of the adoption of accounting standard International Financial Reporting (“IFRS”) 15 – Revenue from Contracts with Customers (“IFRS 15”). (ii) Refer to section 32 of the 2019 Management’s Discussion and Analysis for a defnition of this Non-IFRS measure. (iii) 2019 Adjusted EBITDA Margin includes the impact of the adoption of the new accounting standard IFRS 16 – Leases (“IFRS 16”). Refer to Note 3(w) of the 2019 annual audited consolidated fnancial statements for further details on the impact of the adoption of new accounting standards. About Maple Leaf Foods Inc. Maple Leaf Foods Inc. is a producer of food products under leading brands including Maple Leaf®, Maple Leaf Prime®, Schneiders®, Mina®, Greenfield Natural Meat Co.®, Swift®, Lightlife® and Field Roast Grain Meat Co.™ The Company’s portfolio includes prepared meats, ready-to-cook and ready-to-serve meals, value-added fresh pork and poultry, and plant protein products.
    [Show full text]
  • Food & Beverage Newsletter
    FOOD & BEVERAGE NEWSLETTER WINTER/SPRING 2020 WELCOME TO OUR NEWSLETTER! Our second article, “Healthy Eating Never Cost So Much – Here’s Why”, describes these issues and why higher prices may not be an anomaly and the trickle-down effect from food processors and wholesalers to consumers. Our “Road to Success” feature is Welcome to our Winter/Spring 2020 Jonluca Enterprises, a GTA-based food Food & Beverage Newsletter distribution company that offers a wide selection of organic milk products, New Year’s Eve has come and gone, healthy snacks, and plant-based a time in which many of us make ready-to-go meals. Casey Eleusiniotis, resolutions for the year ahead. One of President at Jonluca, shares how the the more popular resolutions is to eat company achieved its strong growth, healthier. making it on the list of Canada’s Fastest Growing Companies. Plant-based ready- Our article, “Understanding the Plant- to-go meals are increasingly appealing Based Protein Trend”, examines the to health-conscious consumers as, reasons behind the huge increase in according to IPSOS, more than half of demand for plant-based proteins. This all dinner decisions are a “day-of” event. is the result of consumers’ desire to reduce overall meat consumption and The “Fast Facts, Trends and Recent the increased availability of nutritious News” section sets out selected food Ellis Orlan plant-based foods. This trend has and beverage market transactions Co-Chair impacted how farmers and food in Canada and the United States Food & Beverage Practice companies think about innovation and during 2019. the necessary capital expenditures.
    [Show full text]
  • Maple Leaf Foods 2017 Sustainability Report
    2017 SUSTAINABILITY REPORT Our vision is to be the most sustainable protein company on earth SUSTAINABILITY AT MAPLE LEAF FOODS BETTER FOOD BETTER CARE BETTER COMMUNITIES BETTER PLANET GRI INDEX B Table of Contents Sustainability at Better Food Better Care Better Planet Maple Leaf Foods PAGE 12 PAGE 28 PAGE 54 PAGE 1 Our journey toward better food 13 Maple Leaf Foods’ Decreasing the 29 A message from our CEO, Our better food goals and animal care commitment environmental footprint Michael McCain 1 performance 14 Our better care goals of the food we produce 55 32 About this sustainability report 3 Simpler, natural and and performance Our environmental sustainability 56 Sustainability at Maple Leaf Foods: fewer ingredients 15 Governance 35 goals and performance Our BIG, BOLD goals! 58 Creating shared value 4 Reducing sodium 16 Leadership and collaboration 37 Environmental footprint Our Sustainable Meat Principles 5 Nutrition education 17 Raised without antibiotics 38 performance summary 59 Sustainable meat… 6 Ethnic choices 18 Our commitment to enhanced Environmental sustainability Governance 7 open housing for sows 39 Greenfield Natural action plans 60 19 Materiality, report boundary Meat Company Reducing waste 61 and stakeholder inclusiveness 8 Better Plant-based protein 20 Life cycle assessment at Collaboration 10 Communities Our food safety commitment 21 PAGE 40 Maple Leaf Foods 61 Maple Leaf Foods value chain – Our food safety goals and Valuing our communities 41 Environmental impact of farm to fork 11 performance 22 Maple Leaf Bacon
    [Show full text]
  • Maple Leaf Foods Inc
    MAPLE LEAF FOODS INC. ANNUAL INFORMATION FORM February 21, 2017 MAPLE LEAF FOODS INC. ANNUAL INFORMATION FORM February 21, 2017 TABLE OF CONTENTS Page Special Note Regarding Forward-Looking Information .............................................................................. 1 Overview of the Business ........................................................................................................................... 3 General Development of the Business ....................................................................................................... 4 Description of the Business ........................................................................................................................ 10 Meat Products Group ......................................................................................................................... 10 Markets and Competition – Meat Products Group .................................................................... 11 Agribusiness Group............................................................................................................................ 12 Maple Leaf Agri-Farms .............................................................................................................. 12 Markets and Competition – Agribusiness Group....................................................................... 12 Foreign Operations ..................................................................................................................................... 12 Intangible Property
    [Show full text]
  • Q1 2021 Investor Deck
    Maple Leaf Foods Q1 2021 Business All dollar amounts are presented in CAD dollars unless otherwise noted. & Financial Review Forward-looking Statements and non-IFRS Measures This presentation contains “forward-looking information” within the meaning of applicable securities law. These statements are based on current expectations, estimates, forecasts, and projections about the industries in which the Company operates, as well as beliefs and assumptions made by the Management of the Company. The COVID-19 pandemic creates a very fluid situation with many uncertainties. Based on its experience to date, the Company has made certain assumptions about the implications of COVID-19 for its business, including: shifting demand balance between retail and foodservice channels, product mix, productivity, supply chain disruptions, operating cost pressures and business continuity. The Company’s expectations with respect to future sales and returns associated with the anticipated growth of its plant protein business are based on a number of assumptions, estimates and projections, including but not limited to: the impact of COVID-19 (including expected increase in demand in foodservice channels in the back half of 2021), market growth assumptions, market share assumptions, new product innovation and commercialization, results of brand renovation initiatives, foreign exchange rates, supply chain effectiveness, customer and consumer behaviour and competition. The Company’s expectations with respect to the growth of its meat protein business, such as anticipated
    [Show full text]