2017/2018 AGM 45 APPROVED 2017/2018 AGM 46 APPROVED 3. APPROVAL OF THE MINUTES OF THE ANNUAL GENERAL MEETING OF THE ORDER HELD ON JUNE 17, 2016

Transcription

1 MINUTES OF THE SIXTH ANNUAL GENERAL MEETING OF THE ORDRE DES COMPTABLES PROFESSIONNELS AGRÉÉS DU QUÉBEC, HELD ON FRIDAY, JUNE 16, 2017 AT 10:30 A.M. IN THE PRINTEMPS BALLROOM OF THE OMNI MONT-ROYAL HOTEL LOCATED AT 1050 SHERBROOKE STREET WEST, MONTREAL, QUEBEC H3A 2R6 AT THE ROSTRUM: André Dugal, FCPA auditor, FCA Geneviève Mottard, CPA auditor, CA Me Christiane Brizard Chantal Laberge Chair of the Order President and Chief Executive Officer Secretary of the Order Meeting secretary 1. CALL TO ORDER The Chair of the Order welcomed everyone, introduced the rostrum and obtained confirmation from the secretary that the quorum set out in the Règlement sur les élections et l organisation de l Ordre des comptables professionnels agréés du Québec was met. 2. NOTICE OF MEETING AND AGENDA (a) Reading of the notice of meeting The notice of meeting was ed to all members in May, and additional copies were distributed at the entrance to the room. TO WAIVE the reading of the notice of meeting. 2017/2018 AGM 45 APPROVED (b) Adoption of the agenda TO ADOPT the agenda as presented. 2017/2018 AGM 46 APPROVED 3. APPROVAL OF THE MINUTES OF THE ANNUAL GENERAL MEETING OF THE ORDER HELD ON JUNE 17, 2016 The minutes were provided to CPA members at the meeting itself and will be approved by those members who attended the June 17, 2016 Annual General Meeting AGM / Annual General Meeting of June 16,

2 TO WAIVE the reading of the minutes of the Annual General Meeting of the Order held on June 17, /2018 AGM 47 APPROVED TO APPROVE the minutes of the Annual General Meeting of the Order held on June 17, /2018 AGM 48 APPROVED 4. REPORT OF THE SECRETARY OF THE ORDER RESULTS OF THE 2017 ELECTIONS The Secretary of the Order informed the members in attendance of the results of the elections to fill director positions on the Board of directors. The counting of the votes took place on May 24, 2017, the results of which are as follows: Members elected to the Board of directors: - Josée Néron, CPA, CMA (Electoral region No. 1 Saguenay-Lac-Saint-Jean/Eastern Quebec) re-elected by acclamation for a second term - Benoit Lavigne, CPA auditor, CA (Electoral region No. 3 Mauricie Central Quebec/Estrie/Lanaudière) re-elected for a second term - Michel Bergeron, CPA auditor, CA (Electoral region No. 4 Montreal) re-elected for a second term - Mario Gariépy, FCPA auditor, FCA (Electoral region No. 5 Montérégie) elected for a first term The members elected to the Board of directors for a three-year term received a warm round of applause from the members in attendance. The Secretary of the Order noted that, as of next year, the elections to fill director positions on the Board of directors will be held electronically. Regulatory amendments will be made to the Règlement sur les élections et l organisation de l Ordre des comptables professionnels agréés du Québec, then approved by the Office des professions. The members in attendance applauded the Secretary of the Order. 5. REPORT OF THE CHAIR OF THE ORDER The Chair of the Order provided a history of the development of the accounting profession over the past 100 years. He summarized the highlights of Among other things, he previewed the strategic directions for and listed the key words that will guide the Order over the next five years: relevance, transformation, influence and agility. The Order continues to navigate change while living up to its primary mission, to protect the public. He reviewed the Order s various pronouncements on Quebec s budgetary priorities, tax havens and whistleblowing. The Chair also stated that the CPA Order was the only order to submit a brief to the Quebec government on Bill 115 An Act to combat maltreatment of seniors and other persons of full age in vulnerable situations. He received a warm round of applause from the members in attendance. The Chair highlighted numerous major events celebrating members, including the CPA Awards of Excellence, the Outstanding Achievement Award and the Soirée des Fellows. He thanked the members of the board for their work and the volunteers who serve on the Order s various committees. He was particularly pleased to note the strong sense of belonging among all Order employees, as well as their pride in the Order being named a Remarkable Employer and maintaining this certification. 6. FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2017 The President and Chief Executive Officer presented, for information purposes, the highlights of the financial statements for the year ended March 31, 2017 to the members in attendance. The financial statements were previously analyzed and approved by the board. No questions were asked AGM / Annual General Meeting of June 16,

3 ANNUAL DUES OF ORDER MEMBERS The Chair presented the changes to the annual dues since unification and, using a table, compared the proposed dues to those of other professional orders. A member wanted more information about the percentage increase for retirees' dues compared with that of regular members. The Chair explained the various percentages applied to the Order member categories. The Chair added that a new category for retired members, semi-active members with income less than $25,000, had been created in response, among other things, to requests from members in attendance at last year s Annual General Meeting. Another member asked about the criteria used to evaluate total income from all sources compared with those from all professional sources for the retired member category. The Chair thanked the member for her comment and mentioned that consideration would be given to these criteria. Based on the facts presented, the members in attendance PASSED the following resolution: WHEREAS the Audit committee and Executive committee reviewed the budget directions; WHEREAS the Audit committee and Executive committee obtained all the necessary explanations; WHEREAS, in accordance with the Professional Code, the annual dues for the fiscal year must be submitted to members for approval at the June 2017 Annual General Meeting; WHEREAS the Order wishes to adopt a strategy for increasing dues which is tied to the Consumer Price Index (CPI); WHEREAS, as part of a cooperation agreement between CPA Canada and the provincial CPA bodies, including the Order, CPA Canada offers services to the provincial bodies and their members in the performance of their mission to protect the public; WHEREAS CPA Canada announced a $20 increase to its service charges for , and this is its first increase since unification; WHEREAS the increase in CPA Canada s service charges for will have to be incorporated in the Order s current budget; WHEREAS, according to the Bank of Canada and the major Canadian banks, the CPI is expected to be 2% in 2018; WHEREAS the recommended $25 increase in dues is equivalent to 2.8%, which is higher than the CPI expected in 2018, but that the Order s portion is $5, or 0.6%; WHEREAS the Board of directors, at its May 30, 2017 meeting, recommended a dues increase broken down as follows: $25 for the regular member category and $12.50 for the professor or lecturer category $5 for the retired member with no income category $9 for the semi-active member with income of less than $25,000 category AGM / Annual General Meeting of June 16,

4 TO APPROVE the dues increase based on the different member categories for the fiscal year as follows: Member $25 increase, raising the annual dues from $905 to $930 Professor or lecturer $12.50 increase, raising the annual dues from $ to $465 (i.e. 50% of the dues for the member category) Retired member with no income $5 increase, raising the annual dues from $135 to $140 (i.e. 15% of the dues for the member category) Semi-active member with income of less than $25,000 $9 increase, raising the annual dues from $270 to $279 (i.e. 30% of the dues for the member category) TO SET March 15, 2018 as the deadline for the annual dues payment. 2017/2018 AGM 49 APPROVED The Secretary of the Order informed the members in attendance that starting next year, following the adoption of Bill 98 An Act to amend various legislation mainly with respect to admission to professions and the governance of the professional system on June 8, 2017, the approval of the annual dues will no longer be within the purview of the members in attendance, but rather the members of the Board of directors. She also explained the new process for consulting Order members on this matter, which will involve two steps. First, 30 days before the Annual General Meeting, documents (budget forecasts, financial statements and increase proposal for the next annual dues, if applicable) will be sent to the members for their comments. Then, the Secretary of the Order will report on the results of the first consultation at the Annual General Meeting, where a second round of consultations will take place. She mentioned that next year s Annual General Meeting will take place in September Details will be confirmed in the notice of meeting. 8. DETERMINATION OF THE ELECTION METHOD FOR THE CHAIR OF THE BOARD OF DIRECTORS WHOSE TERM WILL BEGIN IN 2018 The Chair informed the members in attendance of the various election methods for the Chair of the Board of directors whose term will begin in He explained why the board favours an election by vote of the elected directors. Based on the facts presented, the members in attendance PASSED the following resolution: WHEREAS the term of the Chair of the Board will end in the spring of 2018, in accordance with the Règlement sur les élections et l organisation de l Ordre des comptables professionnels agréés du Québec; WHEREAS, in accordance with section 64 of the Professional Code, two election methods for the Chair are permitted, i.e. by a general vote of the members or by a vote of the elected directors who will elect a Chair from among them; AGM / Annual General Meeting of June 16,

5 WHEREAS, in accordance with the Professional Code, members in attendance at the AGM must determine the election method to be used to elect the Chair of the Board in TO PROCEED with electing the next Chair of the Board by a vote of the elected directors who will elect a Chair from among them. 2017/2018 AGM 50 APPROVED The Secretary of the Order informed the members in attendance that in the future, following the adoption of Bill 98 An Act to amend various legislation mainly with respect to admission to professions and the governance of the professional system on June 8, 2017, the election method of the Chair of the Board of directors will no longer be within the purview of the members in attendance, but rather the members of the Board of directors. 9. PRESENTATION OF THE MEMBERS OF THE BOARD OF DIRECTORS The Secretary of the Order introduced the members of the Board of directors of the Quebec CPA Order to the members in attendance: - Nazir Badaroudine, director appointed by the Office des professions - Michel Bergeron, CPA auditor, CA - Sonia Boisvert, FCPA auditor, FCA - Danielle Boucher, director appointed by the Office des professions - Émilio Boulianne, FCPA, FCGA - Diane Delisle, M.Sc., ASC, director appointed by the Office des professions - Luc Duciaume, FCPA auditor, FCGA - André Dugal, FCPA auditor, FCA - Mario Gariépy, FCPA auditor, FCA - Yves Hébert, B.B.A., director appointed by the Office des professions - Nathalie Houle, FCPA, FCMA - Sylvie Juneau, CPA, CA - Andrée Lavigne, CPA auditor, CA - Benoit Lavigne, CPA auditor, CA - Vicky Lizotte, CPA auditor, CA - Josée Néron, CPA, CMA The members of the new Board of directors received a warm round of applause from the members in attendance. The Secretary of the Order informed the members in attendance that in the future, following the adoption of Bill 98 An Act to amend various legislation mainly with respect to admission to professions and the governance of the professional system on June 8, 2017, the Board of directors will have to include a member representing the 35-and-under age group. If the elections to fill director positions do not lead to the election of such a director, the Professional Code allows a member aged 35 or under to be appointed to the Board of directors by co-optation. In such a case, the board will have 17 directors instead of APPOINTMENT OF AN INDEPENDENT AUDITOR FOR Based on the facts presented, the members in attendance PASSED the following resolution: WHEREAS the appointment of the independent auditor for the fiscal year must be approved by the Board of directors before being submitted for approval by the members in attendance at the Order s Annual General Meeting on June 17, 2017; WHEREAS the five-year cycle ended on March 31, 2017 and the Order issued a request for proposals for a new five-year cycle in the fall of 2016; AGM / Annual General Meeting of June 16,

6 WHEREAS the Audit committee approved the process for appointing the independent auditor and the eligibility criteria of firms; WHEREAS an assessment was made of each proposal received; WHEREAS the incumbent auditor is allowed to submit an application as part of the request for proposals; WHEREAS Richter S.E.N.C.R.L./LLP, the Order s current independent auditor, was selected following the request for proposals; WHEREAS the re-appointment of Richter S.E.N.C.R.L./LLP meets the standards in the CPA Canada Handbook; WHEREAS the Administration Vice-Presidency negotiated the audit fees for the fiscal year and considers the independent auditor s proposal to be reasonable; WHEREAS, following its November 14, 2016 meeting, the Audit committee of the CPA Order unanimously recommended the appointment of Richter S.E.N.C.R.L./LLP as independent auditor for the next five-year cycle beginning in ; WHEREAS this is the CPA Order s sixth fiscal year and the sixth mandate of independent auditor Richter S.E.N.C.R.L./LLP; WHEREAS the mandate of the independent auditor is for a one-year term, renewable on the recommendation of the Audit committee to the Board of directors; GIVEN the November 24, 2016 recommendation of the Board of directors. TO APPROVE the renewal of the mandate of Richter S.E.N.C.R.L./LLP as the independent auditor of the CPA Order for the fiscal year ending March 31, /2018 AGM 51 APPROVED 11. COMMENTS AND QUESTIONS FROM THE FLOOR A member asked about the possibility of opting out of the drug insurance plan s basic coverage but keeping the additional coverage only. The Chair of the Insurance committee explained that the Order has an obligation to provide basic coverage to all its members which is the same as that offered by the Régie de l assurance maladie du Québec, and that it was not possible to opt out. The Chair, the President and Chief Executive Officer and the Secretary of the Order answered a few additional questions from the members in attendance. The members stated they were satisfied with the answers. The President and Chief Executive Officer summarized the strategic directions that will guide the Order s actions over the next five years. These directions involve constantly monitoring other international organizations and designations, adapting the profession to the digital age, and the Order being recognized as an influential player on such issues as tax havens, financial abuse and professional secrecy. She presented five video vignettes in honour of the Order s fifth anniversary. A member congratulated the Chair and the President and Chief Executive Officer for this excellent idea. The Chair and the President and Chief Executive Officer received a warm round of applause from the members in attendance AGM / Annual General Meeting of June 16,

7 The President and Chief Executive Officer informed the members in attendance of the Order s new organizational structure, including the addition of a new Stewardship and Development of the Profession first vice-presidency, which will oversee the Qualification, Inspection and Professional Practice, Professional Development, and Legal Affairs vice-presidencies. The existing first vice-presidency will encompass the Administration and Finance, Information Technology and Systems, and Outreach and Visibility vicepresidencies as well as Human Resources. The Chair of the CPA Foundation s Board of directors thanked the Order for its support and encouraged Order members to contribute to the Foundation and help future CPAs. 12. ADJOURNMENT There being no further business, on a motion duly seconded, it was UNANIMOUSLY CARRIED to adjourn the meeting at noon on June 16, /2018 AGM 52 APPROVED Chair of the Order Secretary AGM / Annual General Meeting of June 16,