Investor Relations
Morguard Corporation (MRC)
Morguard Corporation is a real estate operating company listed on the Toronto Stock Exchange (TSX) under the symbol MRC. At December 31, 2022, the Company’s owned and managed portfolio of assets is valued at $18.6 billion. Morguard operates three diversified lines of business: Investments in Real Property; Ownership in Real Estate Investment Trusts – Morguard REIT (TSX: MRT.UN) and Morguard North American Residential REIT (TSX: MRG.UN); and Real Estate Advisory Services and Portfolio Management specializing in publicly traded equities and fixed-income securities, to institutional clients and private investors.Investor Highlights
News
Dear Fellow Shareholders,
For the second consecutive year, the commercial real estate sector faced challenges associated with the global pandemic. While the economics of the health crisis are still somewhat visible, our 2021 annual report provides us with strong grounds for optimism as we move forward.
The road to recovery has been somewhat bumpy in our industry due to the prolongation of the pandemic with some real estate asset classes performing better than others. The multi-suite residential market was broadly positive, and the office and retail asset classes showed signs of gradual stabilization with increased investor confidence.
Morguard Corporation took firm and decisive action in 2021 to ensure that our portfolio stayed strong well into the future. Our net asset value accelerated with an increase of 6.7% versus a year ago led by a $267 million fair value gain on our real estate portfolio, demonstrating economic improvement in both Canada and the U.S. Our lease renewals are rising, with many of our tenants confidently looking to lock in for the long term, as we revitalize and re-envision our properties.
During year two of the pandemic, we were passionately committed to ensuring the health and safety of our tenants, employees and visitors. And we remained dedicated to supporting the financial health of our tenants by helping them navigate the various forms of financial aid that were made available by the various levels of government.
Our success during times like these is a true testament to the resilience of our diversified portfolio of real estate assets. Our geographical diversity allowed us to take advantage of the U.S. market’s faster recovery that occurred due to fewer lockdowns and restrictions – a trend we expect to see soon in Canada. Our diversification across a multitude of asset classes – from multi-suite residential, office and industrial properties to community centres (strips anchored by grocery, pharmacy and other critical services) – enabled us to maintain stability during what was an uncertain period. These segments are continuing to perform well, particularly the U.S. market (that comprises 29% of Morguard’s NOI) which has almost snapped back to pre-pandemic norms. A similar rebound has been experienced at our enclosed shopping centres in Western Canada as restrictions have loosened.
In 2021, Morguard moved forward. We sold six non-core assets: five hotels and an unenclosed retail property in London, Ontario. Morguard Corporation also acquired the remaining 40.9% interest in Lumina Hollywood, located in Los Angeles, for $101.6 million. It is another fine example of our pledge to increase the quality of our residential properties.
Our 2021 financial performance provides further evidence that a recovery is well underway. Our total assets owned and under management in North America is now valued at $19.6 billion up from $19.0 billion in 2020. Our net operating income (NOI) decreased by 0.7%, with a decline in occupancy within the multi-suite residential portfolio as well as the impact of the change in foreign exchange rates nearly offset by higher NOI from our hotel portfolio. Our Normalized FFO was $194.1 million, up by 7.1% over 2020, aided by lower interest expense. And we are in a healthy liquidity position thanks to effective balance sheet management.
We are thinking forward towards our future, with plans to create even more value in our portfolio over the long term through intensification projects at Burquitlam Plaza in B.C., Bramalea City Centre, Centerpoint Mall and Cawthra-Atwater in Ontario and Lake Worth in Florida; property repositionings at Rice Howard Place in Edmonton, as well as Toronto’s The Bay Club; and acquisitions such as the one we completed with Lumina Hollywood in California. Furthermore, we are performing remerchandising efforts at many of our enclosed centres such as St. Laurent Centre, Cambridge Centre, and East York Town Centre in Ontario, and The Centre in Saskatoon and spearheading redevelopment initiatives like we have done at 60 Bloor in Toronto and 1643 Josephine in New Orleans. We are also actively engaged around sustainability, to meet the demands of our various constituents, including the public at large. And we are true champions in ESG, with sustainability initiatives implemented at all levels of our organization.
We are so fortunate to have the right infrastructure, asset base, in-house talent, reach, scale, and financial strength for today’s real estate market. It is precisely what we need to think forward as we acquire, create and maintain a commercial real estate portfolio that is built for the future, responding to the evolving needs of the people that occupy space in our properties.
I offer my sincere thanks to our management, our dedicated employees, our Directors and you, our shareholders. I truly appreciate your ongoing loyalty and support and look forward to having you with us on our promising journey.
Sincerely,
K. Rai Sahi
Chairman and Chief Executive Officer
Morguard Corporation is a real estate investment company listed on the Toronto Stock Exchange (TSX) under the symbol MRC. The Company and its subsidiaries, Morguard REIT (TSX: MRT.UN), Morguard North American Residential REIT (TSX: MRG.UN), own a diversified portfolio of 180 real estate properties across multiple asset classes including office, industrial, retail, multi-suite residential and hotel. Together, the properties are located in prime locations across North America.
| $10.7B Real Estate Properties |
54 Multi-Suite Residential Properties |
37 Retail Properties |
| 180 Total Properties |
72 Office and Industrial Properties |
17 Hotel Properties |
Morguard Corporation Portfolio Summary as at December 31, 2022
Q4
- General Information
- Annual Report
- Annual Information Form
- Management Info Circular
- Dividend Reinvestment Plan
- Analyst Coverage
- Morguard Corporation Annual Meeting Video
| Head Office | Morguard Corporation 55 City Centre Drive, Suite 1000 Mississauga, ON, L5B 1M3 T 905-281-3800 E info@morguard.com |
| Listing | Toronto Stock Exchange |
| Symbol | MRC |
| Eligibility | RRSP, RRIF, DPSP, RESP, RPP, TFSA |
| Auditors | Ernst & Young LLP |
| Principal Bankers | Royal Bank of Canada Toronto Dominion Bank |
Dividend Reinvestment Plan Highlights:
You may participate in the Plan if you currently are a Shareholder of record of Morguard common shares or if you own Morguard common shares through your broker (by having your broker participate on your behalf).
You may purchase additional common shares by reinvesting all or a portion of the cash distributions paid on your common shares, at the average market price of 100% of the simple average of the closing price for common shares of Morguard on The Toronto Stock Exchange for the twenty (20) trading days immediately preceding a Dividend Date.
You may purchase Morguard common shares without paying any service fees, brokerage trading fees or other charges. (Note: If you participate in the Plan through your broker, you should consult with your broker; your broker may charge you a service fee.)
Plan participation is voluntary, and participation in the Plan may be terminated at any time.Carefully read the complete Dividend Reinvestment Plan Information to Shareholders here before deciding to participate.
To Participate:
Shareholders may register online by visiting the Computershare Investor Centre website at
www.computershare.com or by contacting Computershare at 1-800-564-6253 (Canada and U.S.) or 514-982-7555 (International).
Shareholders who own common shares through a broker should consult their broker regarding participation in the Plan.
| Company | Contact | Phone | |
|---|---|---|---|
| RBC Capital Markets | Jimmy Shan | 416-842-6272 | jimmy.shan@rbccm.com |
- Articles and By-Laws
- Statement of Corporate Governance
- Code of Conduct
- Committee Charters
- Board of Directors and Committee Composition
- Disclosure Policy
- Whistleblower Program
- Board Mandate
- Policy Statement Regarding the Election of Directors
Morguard Corporation is committed to the highest standards of corporate governance and the Board of Directors believe that sound governance practices are essential to the wellbeing of the corporation and its Shareholders. The Board and committees review and update these practices regularly, execute our annual strategic plan, identify risks and opportunities and ensure that we meet our fiduciary duties.
Morguard Corporation Governance Guidelines 2012
Each director of Morguard Corporation has certain fiduciary and statutory duties, including the obligation to act honestly and in good faith with a view to the best interests of the Corporation. This Code of Conduct and Conflict of Interest Guidelines for directors outlines a framework of guiding principles for directors. As with any statement of policy, the exercise of judgment is required in determining the applicability of this Code of Conduct to each individual situation.
Morguard Corporation Code of Conduct
Morguard Corporation has four Board Committees: Audit; Human Resources, Compensation and Pension; Corporate Governance and Nominating; and Investment.
Audit Committee
The Audit Committee assists the Board in fulfilling its oversight responsibilities for financial matters, insurance, enterprise risk management and environmental management programs. The Audit Committee reviews the financial statements, the adequacy and effectiveness of the system of internal controls, the financial reporting process and management of financial risks, the nature and scope of the audit process as proposed by the auditor and the Corporation's disclosure controls and procedures. The Audit Committee is composed entirely of Independent Directors.
Terms of Reference for the Audit Committee
Human Resources, Compensation and Pension Committee
The role of the Compensation Committee is to assist the directors in fulfilling their obligations relating to human resources, compensation and pension matters and to establish a plan of continuity and development of senior management. Additionally, the Compensation Committee is responsible for monitoring conflicts of interest, reviewing and approving the Corporation's Code of Conduct. Each of the Compensation Committee members has direct experience relevant to their responsibilities in overseeing the executive compensation program and pension.
Terms of Reference for the HR, Compensation, Pension Committee
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee is responsible for advising and assisting the Board in applying governance principles and practices; monitoring developments in corporate governance and adapting best practices to the needs and circumstances of the Corporation; and reviewing shareholder proposals and recommending to the Board responses to these proposals.
The Committee has the responsibility to develop a long-term plan for Board composition and propose nominees that takes into consideration the current strengths, skills and experience on the Board, retirement dates, and the strategic direction of the Corporation; monitor and make recommendations regarding the orientation, education and ongoing development of directors; and review the Corporation's structures and procedures to ensure the directors function independently of management.
Terms of Reference for the Corporate Governance and Nominating Committee
Investment Committee
It is the duty of the Investment Committee to review, and as applicable, authorize and approve all acquisitions, dispositions, investments and borrowings of the Corporation (the "Proposals") in excess of $10.0 million and make recommendations to the Board where such Proposals exceed 10 percent of the book equity of the Corporation.
Terms of Reference for the Investment Committee
| K. Rai Sahi4 Chairman and Chief Executive Officer |
L. Peter Sharpe 1, 2, 4 Corporate Director |
Bruce Robertson1, 4 Vice President, Investments The Woodbridge Company Limited |
| Stephen R. Taylor2, 3 Corporate Director |
William J. Braithwaite3 Corporate Director |
Angela Sahi Executive Vice President Residential, Office and Industrial |
| Chris J. Cahill3 Corporate Director |
W. Scott MacDonald Corporate Director |
Graeme M. Eadie 1, 2 Corporate Director |
1 Audit Committee
2 Human Resources, Compensation and Pension Committee
3 Corporate Governance and Nominating Committee
4 Investment Committee
Please click for bios of the Directors.
Please click for the Terms of Reference of the Lead Director.
The objectives of the disclosure policy are to ensure that communications to the investing public about Morguard Corporation (the "Corporation") are:
• Timely, factual and accurate; and
• Broadly disseminated in accordance with all applicable legal and regulatory requirements.
This disclosure policy confirms in writing our disclosure policies and practices. Its goal is to raise awareness of the Corporation's approach to disclosure among the Board of Directors, senior management and employees of the Corporation.
Morguard Disclosure Policy 2012
The Code of Business Conduct of Morguard Corporation and its subsidiaries requires directors, trustees, officers and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of Morguard, we must practice honesty and integrity in fulfilling our obligations and comply with laws and regulations and report violations or suspected violations in accordance with Morguard’s Whistleblower Policy. This policy ensures that no director, trustee, officer, or employee who, in good faith, reports a violation of the Code shall suffer harassment, retaliation, or adverse employment consequence.
Confidential complaints can be made to:
Beverley G. Flynn
Senior Vice President, General Counsel & Secretary
55 City Centre Drive, Suite 1000, Mississauga ON L5B 1M3
E bflynn@morguard.com
Or, to the Audit Committee Chair, Morguard Corporation
55 City Centre Drive, Suite 1000, Mississauga ON L5B 1M3
The primary responsibility of the Board of Directors is to foster the long-term success of the Corporation consistent with the Board's responsibility of the Shareholders to maximize value. The Board facilitates its exercising of independent supervision of the Corporation's management through frequent meetings, both with and without members of the Corporation's management (including management that are also Directors) being in attendance.
Morguard Corporation Board Mandate
The board of directors of Morguard Corporation believes that each of its members should have the confidence and support of the Corporation’s shareholders. To this end, the members of the Board have unanimously adopted this statement of policy which applies to all current and future directors of the Corporation.
Chief Financial Officer
Morguard Corporation
55 City Centre Drive, Suite 1000
Mississauga, ON L5B 1M3
T 905-281-5943
E pmiatello@morguard.com
Senior Vice President, General Counsel & Secretary
Morguard Corporation
55 City Centre Drive, Suite 1000
Mississauga, Ontario L5B 1M3
T 905-281-5923
E bflynn@morguard.com
Computershare Trust Company of Canada
100 University Avenue, 9th Floor
Toronto, Ontario, M5J 2Y1
T 416-263-9200
F 416-981-9800
Shareholders Services
T 1-800-564-6253
K. Rai Sahi
Chairman and Chief Executive Officer
E rsahi@morguard.com
K. Rai Sahi is Chairman and Chief Executive Officer of Morguard. Mr. Sahi, FCPA, FCGA, has over 30 years of business experience in public and private corporations, including extensive experience in investing, financial reporting, standards, and policy covering a broad range of industries including insurance, commercial banking, manufacturing, transportation and automotive as well as real estate. Mr. Sahi has received many distinctions, including the Certified General Accountants Association of Canada Fellowship Award (2009), Voice Achievement Award (Fellowship in the Indo-Canadian Community over critical enterprises, 2009) and Turnaround Entrepreneur of the Year (1994). In addition, Mr. Sahi is a ranked member of numerous prestigious business listings, including ‘‘The Top 25 Most Influential Figures in Canadian Golf’’ (The National Post) and one of ‘‘The Most Influential People in Golf’’ (Golf Inc.).
Paul Miatello
Chief Financial Officer
E pmiatello@morguard.com
Paul Miatello is Chief Financial Officer of Morguard Corporation. Prior to being appointed CFO in 2007, he held the offices of Vice President Finance and Vice President, Morguard Residential Inc. Paul joined Revenue Properties Company Limited (a Morguard subsidiary) in 2000 and was appointed Vice President, Finance and CFO of RPCL in 2003. Paul has over 15 years experience working with public and private real estate companies. Paul is a Chartered Professional Accountant (CPA, CA).
Beverley G. Flynn
Senior Vice President, General Counsel and Secretary
E bflynn@morguard.com
Beverley G. Flynn is Senior Vice President, General Counsel and Secretary of Morguard. She joined Morguard in July 2003 and has taken on roles of increasing responsibility and scope throughout her tenure. Ms. Flynn has over 15 years of experience in business and legal matters relating to public markets, real estate, finance, operations, risk, sustainability and corporate and securities law. Prior to joining Morguard, Ms. Flynn was an associate with McMillan LLP. Ms. Flynn is member of the Law Society of Upper Canada and a graduate of Osgoode Hall Law School and Memorial University of Newfoundland. Ms. Flynn is also a recipient of the Osgoode Hall Law School Alumni Gold Key Award, the Global Counsel Award (General Commercial) from the International Law Office and the Association of Corporate Counsel and was named to the GC Power List: Canada Teams by The Legal 500.
Angela Sahi
Executive Vice President, Residential, Office and Industrial
E asahi@morguard.com
Ms. Sahi is Executive Vice President, Residential, Office and Industrial at Morguard. She began working for Morguard in 1995, while still under the name Acktion Corporation. Ms. Sahi holds a variety of roles and responsibilities at Morguard, including board member of Morguard Corporation and TWC Enterprises Limited. Ms. Sahi has oversight of the management and operation of Morguard’s Canadian multi-suite residential portfolio as well as the office and industrial portfolios. She also manages the research and valuations groups. Prior to working with Morguard, Ms. Sahi’s experience includes consulting with both Ernst & Young LLP’s Real Estate Advisory Group and Business Risk Services Group in New York City. She also worked in Ernst & Young LLP’s Audit and Tax groups in Toronto. Ms. Sahi has a Bachelor of Arts (Honors) and Gold Medal from the University of Western Ontario. She also completed a post-graduate degree in accounting from Wilfrid Laurier University and holds a Certified Public Accountant designation.
Robert McFarlane
Vice President, Internal Audit
E rmcfarlane@morguard.com
Robert McFarlane has been in his current role since 2005 and is responsible for evaluating the effectiveness of internal controls over financial reporting, to provide independent assurance for the public entity's CFO and the Chairman's certification of internal control effectiveness to the Ontario Securities Commission. Mr. McFarlane also serves as a project champion for Morguard's enterprise risk management programs. He brings more than 25 years of industry experience to Morguard. Mr. McFarlane previously served as accounting manager at OMERS, where he was responsible for reporting the results of the real estate, private equity and infrastructure groups. Other appointments include TrizecHahn and Trizec Corporation. Mr. McFarlane completed Strategic Risk Management, an MBA-level exam course, at Edinburgh Business School. He also holds an MBA from Edinburgh Business School and three other accreditations: CPA (Colorado), CGA and ACCA (UK Chartered Certified Account).
Brian Athey
Vice President, Development, Morguard Corporation
E bathey@morguard.com
Brian Athey is Vice President, Development at Morguard Corporation. Brian is responsible for development activity at Morguard and Morguard North American Residential REIT. Brian joined Morguard in 2008 as Director of Development and has been responsible for the design and construction of The Heathview high-rise residential project, and the planning and development of a mix of retail and office projects. Brian has 25 years of progressive development and construction experience; previously with Concert Properties, TEDCO, OMERS and Hammerson. He holds an MBA from the Schulich School of Business, and a BASc in Civil Engineering from the University of Waterloo. Brian is a LEED Accredited Professional and a Registered Professional Engineer.
Chris Newman
Vice President, Finance
E cnewman@morguard.com
Chris Newman is Vice President, Finance at Morguard Corporation and Chief Financial Officer of Morguard North American Residential REIT. Prior to being appointed CFO in 2018, he held the position of Director of Finance at Morguard Corporation. Chris previously worked in progressively senior financial positions at two publicly-traded residential real estate investment trusts since 2010 bringing corporate finance, treasury, financial planning and reporting experience to his roles. A graduate of McMaster University with an Honours Bachelor of Commerce, Mr. Newman also holds a Chartered Professional Accountant (CPA, CA) designation.
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