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You can also contact Nutrien’s board through our Corporate Secretary by sending an email to corporatesecretary@nutrien.com.
Other Matters
As of March 20, 2024, we know of no amendment, variation or other matter to come before the meeting other than the matters referred to above.
Legal advisories
IFRS Advisory
Unless otherwise stated in this circular or Nutrien’s 2023 Management’s Discussion and Analysis (MD&A) or Annual Information Form, historical financial information relating to Nutrien for 2023 and 2022 presented and discussed in this circular is prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.
Non-GAAP Financial Measures Advisory
Certain financial measures used in this circular, including “adjusted EBITDA”, “adjusted net earnings per share”, “adjusted cash from operations”, “retail cash operating coverage ratio”, “cash selling, general and administrative expenses (excluding Retail)”, “return on invested capital (ROIC)”, “potash controllable cash cost of product manufactured per tonne”, and “retail cash conversion cycle” are non-GAAP financial measures or non-GAAP ratios.
Non-GAAP financial measures are financial measures disclosed by a company that (a) depict historical or expected future financial performance, financial position or cash flow of a company, (b) with respect to their compositions, exclude amounts that are included in, or include amounts that are excluded from, the composition of the most directly comparable financial measure disclosed in the primary financial statements of the company, (c) are not disclosed in the financial statements of the company, and (d) are not a ratio, fraction, percentage or similar representation. Non-GAAP ratios are financial measures disclosed by a company that is in the form of a ratio, fraction, percentage or similar representation that has a non-GAAP financial measure as one or more of its components, and that are not disclosed in the financial statements of the company.
These non-GAAP financial measures and non-GAAP ratios are not standardized financial measures under IFRS and, therefore, are unlikely to be comparable to similar financial measures presented by other companies. Management believes these non-GAAP financial measures and non-GAAP ratios provide transparent and useful supplemental information to help investors evaluate our financial performance, financial condition and liquidity using the same measures as management. These non-GAAP financial measures and non-GAAP ratios should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with IFRS.
The board approves (on recommendation from the Audit Committee) our presentation of non-GAAP financial measures and non-GAAP ratios. The Audit Committee oversees our use of non-GAAP financial measures and non-GAAP ratios and reviews any adjustments proposed by management. The HR&C Committee may also be involved in the process to review any proposed adjustments to non-GAAP financial measures or non-GAAP ratios that are used in measuring performance and executive compensation. Except as otherwise described herein, our non-GAAP financial measures and non-GAAP ratios are calculated on a consistent basis from period to period and are adjusted for specific items in each period, as applicable. As additional non-recurring or unusual items arise, we generally exclude these items in our calculation.
We also use the non-GAAP financial measure, cash conversion cycle. “Cash conversion cycle” (CCC) represents the number of days it takes for a company to convert the cash invested in inventory back into cash from selling its products or services. We calculate CCC by adding the days sales outstanding (calculated as the average trade receivables divided by sales) and days of inventory on hand (calculated as the average inventory divided by cash cost of goods sold) and deducting the days payable outstanding (calculated as average trade payable and accrued liabilities divided by cash costs of goods sold). Cash cost of goods sold represents cost of goods sold less depreciation and amortization.
Additional information with respect to “adjusted EBITDA”, “adjusted net earnings per share”, “ROIC”, “retail cash operating coverage ratio”, and “potash controllable cash cost of product manufactured per tonne” including, among other things, disclosure of the additional purposes, if any, for which management uses each such non-GAAP financial measure and non-GAAP ratio, the reason for any change in the label or composition of each such non-GAAP financial measure and non-GAAP ratio from what was previously disclosed by Nutrien and a quantitative reconciliation of each non-GAAP financial measure to the most directly comparable IFRS measure, is contained under the heading “Appendix A – Non-GAAP Financial Measures” included in the 2023 MD&A, which information is incorporated by reference in this circular. The MD&A is available under our corporate profile on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov/edgar.shtml.
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Nutrien AGM Circular 2024 | | 89 |