Equitable Bank, Our Operating Subsidiary and One of Nine Large Canadian Banks Listed on the S&P/TSX Composite Index
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EQUITABLE CANADA’S CHALLENGER BANK™ Management Information Circular Notice of Annual and Special Meeting of Shareholders and Management Information Circular May 12, 2021 Your vote is important. This document tells you who can vote, and what you will be voting on and how to vote. Fellow Shareholders: We will host our annual meeting virtually this year to protect your safety and in compliance with public health guidelines aimed at stopping the spread of COVID-19. Like digital banking through our EQ Bank platform, this virtual forum enables all business to be conducted in a convenient manner from your home computer or smartphone. It also allows you to have a full exchange of views with our Board and senior leaders following business presentations. We encourage you to participate to hear more about Equitable’s progress, exciting plans for future growth and to exercise your voting rights. Canada’s Challenger Bank™ Delivers As a shareholder, you own 100% of Equitable Bank, our operating subsidiary and one of nine large Canadian banks listed on the S&P/TSX Composite Index. In customer markets, Equitable is known as Canada’s Challenger Bank, a label that describes our aspiration of providing better service and better value than traditional financial institutions. In 2020, Equitable delivered on our purpose of driving change in Canadian banking to enrich people’s lives and was rewarded with growth in customers – numbering over 246,000 at year end and increasing by the hundreds daily – deposits ($16.4 billion, up 7.5%) and assets under management ($36.0 billion, up 8.9%). Consistent with our strategic priorities, we expanded and enhanced EQ Bank, added depth and breadth to our consumer, broker- based and institutional deposit products and grew our Personal and Commercial Banking asset-gathering operations under a new organizational structure aligned to our key customer segments. These and other developments improved the Bank’s growth potential, strengthened the institution, and provided good returns to our shareholders. With net income of $12.95 per share diluted, Equitable set a new record for financial performance and paid $1.48 in common share dividends, 14.7% more than in 2019. We did this while adding to our capital such that at year end, our Common Equity Tier I ratio was 14.6%, 1.10% above the mid-point of our target range of 13-14%. Building capital to this elevated level reflected OSFI guidance issued to Canada’s banks at the start of the pandemic to restrict additional increases in dividend payments or any activity to buy back shares. Navigating the Pandemic Much to the credit of our employees who worked from home over the past year, Equitable provided uninterrupted support for our customers and achieved customarily high levels of productivity and efficiency. Our modern, secure IT infrastructure remains a key enabler of business continuity as the pandemic enters its second year. In light of the extraordinary impact of the pandemic on Canada’s job market, Equitable offered customers in need the opportunity to defer their loan payments. This support helped 18,700 customers, representing 20% of our mortgage portfolio to recover from job and income losses. Before year end, almost all of these customers resumed payments in advance of or according to scheduled deferral timelines, a good outcome for them and for the Bank. We also protected the Bank from pandemic-related risk by insuring part of our portfolio, increasing our Prime lending activities and dynamically adjusting underwriting criteria. Consequently, we entered 2021 as we started 2020 – with a high-quality asset book. Long-term Shareholder Value Creation Equitable’s Total Shareholder Return of 145% over the past five years was the highest of all the banks listed on the S&P/TSX Composite Index. Equitable’s five-year average Return on Equity of 15.4% was also higher than the average of all Schedule I banks on the Index. We are committed to maintaining performance leadership through good governance, good execution and the ongoing pursuit of our Challenger Bank purpose. 1 Governance Good governance is essential to the creation of value for all Equitable stakeholders. Accordingly, our Board is comprised of invested individuals with diverse expertise in areas that are relevant to the Bank: risk management, strategy, financial services, retail banking, technology, real estate, human resources, compensation, finance and accounting. True to our organizational values, our Directors respectfully challenge management’s thinking and with senior leadership experience, provide guidance that improves our long-term strategies, risk management, workforce development, retention and management succession, Environmental, Social and Governance mandates and targets, including equity, diversity and inclusion. They set the tone for business excellence, integrity and accountability. An active Director education program ensures we keep pace with the Bank’s changing needs and the latest best practices in governance, while an annual Board and Director assessment process ensures continued effectiveness. At this year’s annual meeting, our longest-standing Director will retire. Eric Beutel has served Equitable for more than half of its 50- year existence. As a Board member since 1994, he has played a key stewardship role during pivotal moments in our institutional history including our initial public offering in 2004. We thank Eric for his service, friendship and countless contributions to the growth of our company. We are pleased that after an extensive search, the Board now includes two additional world class leaders: Diane Giard and Yongah Kim who joined in December 2020. Diane brings deep retail and digital banking as well as risk management experience to the Board having served two domestic systemically important banks during her career. Yongah is an Associate Professor of Strategy at the University of Toronto’s Rotman School of Management and previously served as a senior partner at McKinsey & Company advising leading financial institutions on a global basis. We welcome them as Directors and shareholders. Equity Diversity and Inclusion Over the past decade, Equitable has worked tirelessly to build a workforce that reflects the diversity of our customers. Today, we operate with a Board whose members have broad perspectives and extensive lived experiences. Our workforce is diverse with 50% of employees self-identifying as racialized peoples. Our employees’ diverse lives and experiences not only help to create a rich workplace culture, they also bring strength and powerful perspectives. As part of ongoing inclusion-focused work, for 2021 the Board expanded equity diversity and inclusion commitments within its governance systems, and established performance targets for Equitable's Chief Executive Officer in support of achieving equity and inclusivity throughout the organization. In early 2023, Equitable will move to a new, purpose-built headquarters in Toronto. Preparations are already underway to ensure this facility can accommodate the future of work – post COVID-19. We envision the establishment of creative hubs on each floor where we can fulfill our Challenger Bank mission. The building will be designed to reflect the needs of our diverse workforce and inclusive culture. There will also be dedicated areas where people of faith can fulfill their obligations. We will recognize that our new office will be built on the traditional territories of Canada’s indigenous peoples. Like our current headquarters in midtown Toronto, workplace design will support the efficient use of energy and building materials. Social and Environmental Responsibility As Canada’s Challenger Bank, we strive to play a constructive role in the wellbeing of society. We provide financing to underserved segments including the self-employed, newcomers to Canada, retirees in the wealth decumulation phase of their lives and small businesses. We promote financial literacy. Our charitable giving strategy directs support to long-time community partners and in 2020 provided funding to over 30 worthy causes. While Equitable has a small environmental footprint, we work to keep it that way through meaningful initiatives in our offices such as the use of paper-free mortgage documentation technology, recycling programs, elimination of single-use plastics and energy-efficient lighting. Our offices are, in all cases, conveniently accessible by public transit in an effort to reduce the carbon footprint of employees travelling to work. Externally, we do not lend to businesses that are considered high-carbon emitters and employ third-party experts to carry out detailed environmental assessments of our commercial loans. We are rated ‘AA’ by MSCI ESG. We encourage you to review our annual Sustainability Report and Public Accountability Statement for more information. 2 Shareholder Engagement Looking ahead, we have an ambitious growth and performance agenda focused on continuous innovation. A key part of the agenda for both management and the Board is to engage with shareholders and ensure our strategies, objectives and opportunities are well understood so that the market price of our shares reflects what we believe to be the true intrinsic value of the Bank. To this end, we recently enhanced our financial reporting and increased our investor relations efforts. On behalf of the Board and management, thank you for your investment in and support of Equitable. Yours sincerely, David LeGresley Andrew Moor Chair, Board of Directors President and Chief