MERIDIAN CREDIT UNION ANNUAL GENERAL MEETING. Tuesday April 24, 2018 Liuna Station, Grand Central Ballroom 360 James St N, Hamilton, Ontario

Transcription

1 MERIDIAN CREDIT UNION ANNUAL GENERAL MEETING Tuesday April 24, 2018 Liuna Station, Grand Central Ballroom 360 James St N, Hamilton, Ontario

2 Agenda 1. Welcome 2. Notice of Meeting / Introductions 3. Reports Board of Directors Financial Report Audit & Finance Committee Report President & CEO s Report 4. Open Question Forum 5. Approval of Minutes 2017 AGM; Audited Financial Statements; and Appointment of Auditors 6. Announcement regarding Directors Election Introduction of New Directors Recognition of Retiring Directors 7. Concluding Remarks 8. Adjournment

3 Minutes of the 2017 Annual General Meeting of the Members of Meridian Credit Union Limited Held at Metro Toronto Convention Centre, North Building, Room 205/206, 255 Front Street West, Toronto Ontario Thursday April 20, 2017 at 7:00 pm PRESENT: As evidenced by the registration lists, 166 Members of the Credit Union and 23 guests were reported present in person at the host location. An additional 46 individuals logged into the AGM via webcast. Chair term limits and allow greater latitude to the Board to enhance the nominating process. The Board unanimously passed a motion in February to amend and restate By-law No. 1, resulting in a special resolution presented to Meridian s Membership for confirmation. The Chair called the meeting to order, acknowledging that the event was the first AGM to be held in the City of Toronto. Mr. Murphy emphasized the importance of the democratic process to the future of the credit union, inviting active participation from members via webcast. Ms. Shannon Lawrence, an employee of Clarkson Branch was welcomed, and invited to sing the national anthem. The Chair expressed appreciation to Mr. Maurin and the executive leadership team for its vision and forward thinking. He extended a similar thank you to the employees for their exceptional dedication and to the membership for its continued trust, loyalty and confidence. REGISTRATION AND NOTICE OF MEETING: Mr. Murphy advised that the notice of the meeting had been duly given to Members and posted in accordance with the credit union's By-laws. He further announced that a quorum was present, and therefore declared the meeting to be duly constituted for the transaction of business. REGISTRATION AND MEETING OVERVIEW: A warm welcome was extended to all participants, both in person and via webcast. Mr. Murphy introduced several guests. Mr. Murphy identified the contents of the Member kit handed to each Member at registration and introduced the panel and members of the Board of Directors. Mr. Murphy reminded members to complete the evaluation form found within the Member Kit, and available online to participants via webcast. A brief overview of the agenda was provided. AGENDA: On motion duly made, seconded, and carried, it was resolved on that the Agenda of the 2017 Annual General Meeting of Meridian Credit Union, as included in the Member Kits, be adopted. REPORT OF THE BOARD OF DIRECTORS: Mr. Murphy presented the Report of the Board of Directors, noting his privilege and pleasure to Chair the Board alongside dedicated Directors. Highlights of the 2016 Strategic Plan were noted. Mr. Murphy referenced the Board's commitment to high standards of corporate governance, including annual individual Director self-assessments; and the fact that eleven Directors hold either the Institute of Corporate Directors or the Director's College designation. The Board's commitment to diversity and adoption of a diversity statement was also mentioned. Mr. Murphy noted the work being done to modernize the governance framework, with the first phase being review of By-law No. 1 to ensure compliance with regulatory requirements, and to reflect an evolving credit union. The proposed changes to the By-law revise Director and REPORT ON FINANCES: The Chief Financial Officer, Mr. Tim Smart, presented a financial overview of 2016, specifically referencing 2016 financial results. Highlights were provided around strong performance reflected through consolidated pre-tax earnings, relationship growth, membership base growth and growth in the total assets on balance sheet, and the wealth portfolio. AUDIT & FINANCE COMMITTEE REPORT: Mr. Bolton, Chair of the Audit & Finance Committee, presented the Audit & Finance Committee s Report to the Membership, noting that the Committee had fulfilled all the required duties under the Credit Union Act. He also referenced PwC s Audit Opinion and its results, noting that there were no matters that were required to be disclosed to the Membership. Mr. Bolton noted the Committee met six times during the year and fulfilled its mandate. He thanked Management, staff and fellow Committee members for their contribution. CEO'S REPORT: The President and Chief Executive Officer, Mr. Bill Maurin, provided the Report on Operations, which included reference to GTA growth, reflections on achievements since 2013, and continued contemplation of future direction, whilst continuing to focus upon core strengths and challenges based on today's membership needs. Mr. Maurin noted a strong focus upon reshaping the business through the lens of the membership, and through seeking ways to serve through innovation as a key ingredient to long term success and sustainability. Mr. Maurin highlighted the introduction of Meridian OneCap, a strategic acquisition intended to grow the Meridian brand, diversify revenue streams and provide for a first national platform. Significant progress was also noted in securing a national banking license. Mr. Maurin also shared new branch development, and the net promoter score, which gauges the loyalty of member relationships, and which, in Meridian's case, is an industry

4 leading score compared to the big banks and other credit unions. Further, it was reported that more than 300 charities were supported by Meridian employees through fundraising and volunteering efforts. OPEN QUESTION FORUM: Mr. Murphy opened the floor and the webcast to questions from the general Membership. A Member asked for the number in attendance required to meet quorum. Mr. Sodhi responded that quorum had been met with 50 members. A Member requested clarification around the ownership structure, and the associated liability of the membership should the pending national bank incur debt it is unable to honor. Mr. Maurin responded that the liability of the bank to Meridian would be no different than that within Meridian itself. The national platform is merely a strategic extension of current activities, with an overall lower risk profile. Secondly, the Member questioned why the Parliament Street branch did not have a passbook updating machine. Mr. Maurin stated that although passbook printers are located in select branches, the Parliament Street branch is relatively new and the decision to include the printer is based on an assessment of market demand. A Member from the Aurora branch expressed concern around creation of the national bank. He questioned why this decision would be in the best interest of Members, with concern that eventually the credit union would become a bank, and in the process, would cause harm to other credit unions in other provinces. The member requested that Management commit to conducting a thorough analysis, to be posted on the website as to why this is a good idea. Mr. Murphy responded that ultimately, the objective was to develop an online platform with member-centric caring, through the efficiency of a national bank license. Mr. Maurin added that all undertakings are conducted in the best interest of the membership, and noted that the national strategy was considered carefully over four years to ensure it would be both cost efficient and risk free. Mr. Maurin committed to posting information on the website. There was assurance provided that the customers of Meridian Bank would not be Members, and would not control the bank, with further assurance provided that Meridian would not drift from its Member centric approach. A Member asked how the creation of a national bank would affect Member ownership and asked whether development of a trust company had alternatively been considered. Mr. Sodhi responded that from a regulatory perspective, the process was more simplistic for banks than for trust companies, and that as Members own 100% of the credit union, they would therefore own the bank, through Meridian. A Member asked for clarification of a proposed narrow scope of services to be provided through the national bank. Mr. Maurin explained that the initial focus would be on retail banking, including all deposit taking instruments and secured and unsecured lending platforms. Credit cards would not be offered, nor would wealth management or digital advice. A Member participating via webcast questioned why profit sharing was not offered to owners, particularly in a positive profit scenario. Mr. Maurin responded that although certain Western Canada credit unions offered similar programs, Meridian's philosophy is based on offering the best up front rates, as opposed to offering of an arbitrary pool of profits to all Members. With no further questions, the Chair concluded the Question and Answer period. APPROVAL OF MINUTES 2016 AGM; APPROVAL OF THE AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016; and APPOINTMENT OF AUDITORS: On motion duly made, seconded, and carried, it was resolved that: a) the Minutes of the 2016 Annual General Meeting of Members, held on Thursday, April 26, 2016, be taken as read and be verified and approved; b) the Financial Statements of Meridian Credit Union for the year ended December 31, 2016, together with all the Reports contained in the 2016 Annual Report as well as the Report of the Audit & Finance Committee be accepted; and c) PricewaterhouseCoopers LLP, be appointed Meridian s auditors for the fiscal year 2017 at such remuneration as may be fixed by the Board of Directors. INTRODUCTION OF GUEST SPEAKER: Ms. Tamara Paton, Vice Chair of Board of Directors and Chair, Nominating Committee introduced Mr. Steve Levine and the Funny Money for High Schools Assembly Program. ELECTION RESULTS: Mr. Sodhi (Returning Officer) proceeded to announce results of the Special Resolution vote. By-Law No. 1, which had been unanimously approved by the Board on February 16, 2017, and subsequently placed before the Membership for confirmation between March 27 to April 12, was passed with 80.56% of votes cast being affirmative. This was in compliance with policy stating that 2/3 of all votes cast must be affirmative. Turning to the Directors Election, Mr. Sodhi confirmed that there were four vacancies to be filled. Of the nine nominations received, four had received Nominating Committee recommendation, and two of the five candidates that were not recommended chose to proceed with candidacy. Therefore, six candidate names appeared on the paper and electronic ballots.

5 The four successful candidates were: Mr. Jeff Chesebrough, Mr. Larry Doran, Mr. Peter Patchet, and Mr. Mike Valente, each of which will serve three year terms. Each successful candidate addressed the membership, with the exception of Mr. Patchet who was not able to be in attendance. Ms. Paton expressed appreciation to the Nominating Committee and welcomed the new Directors to the Board. Mr. Murphy closed by stating his sincere appreciation to two retiring Directors, Mr. Richard Owen having been elected in 2010, and Mr. Don Ariss, having joined the Meridian Board in 2005, but having served the Meridian family for 24 years. DISMISSAL OF RETURNING OFFICER: On motion duly made seconded and carried it was resolved to dismiss the Returning Officer. CONCLUSION: There being no further business, the Chair adjourned the meeting at 9 p.m. Report of the Audit & Finance Committee to the Membership of Meridian Credit Union Fiscal Year 2017 Pursuant to section 125 of the Credit Unions and Caisses Populaires Act, 1994 (the Act ), Meridian Credit Union has an established an independent Audit & Finance Committee composed of a five-person Committee of the Board of Directors. During 2017, the Committee met on five (5) occasions, and at least once in every quarter, in compliance with the Act. The mandate of the Audit & Finance Committee is comprehensive, and includes those responsibilities as prescribed under the Regulations to the Act and Meridian s internal By-laws and Board Policies. A summary of significant responsibilities includes: Reviewing the financial statements, internal controls, accounting policies and reporting procedures of the Credit Union; Reviewing the Credit Union s financial performance relative to established metrics; Ensuring the integrity of financial reporting; Providing oversight over the internal and external audit processes; Managing the audit relationship with the external auditor; Monitoring the independence of the external auditors including overseeing the approval of Audit and Non-Audit services provided by external auditors; Oversight of the reporting relationship for the Chief Audit Executive; Reviewing and recommending to the Board enhancements and required updates for the following Board Policies for the Credit Union: Dividend and Class A Share Subscription; Monitoring compliance with all Board Policies; Overseeing compliance with Regulations applicable to the Credit Union; and Any other requirements as stated in the Credit Union & Caisses Populaires Act and/or Regulations thereunder. From the information provided, the Audit & Finance Committee makes recommendations to the Board of Directors or senior management, as appropriate, and requests follow up to ensure that the recommendations are considered and, if adopted, implemented. The Audit & Finance Committee is pleased to report to the Members of the Credit Union that under the requirements of the Act, we are fulfilling our mandate. The Audit & Finance Committee has a particularly significant role to play in protecting the interests of the Members of the Credit Union. In fulfilling its mandate, the Committee receives full co-operation and support from Management to enable it to play an effective role in improving the quality of financial reporting to the Members and enhancing the overall control structure of the Credit Union. There are no significant recommendations made by the Audit & Finance Committee that have not been implemented or are not in the process of being implemented. In addition, there are no matters that the Audit & Finance Committee believes should be reported to the Members, nor are there any further matters that are required to be disclosed pursuant to the Act or Regulations thereto. Respectfully submitted by the Audit & Finance Committee. Ken Bolton, Chairman April 24, 2018

6 The Rights of Members at Annual General Meetings Excerpts from the Act, and Meridian s By-Laws The Credit Unions and Caisse Populaires Act of Ontario: s.104. (1) The board shall manage or supervise the management of the business and affairs of the credit union and shall perform such additional duties as may be imposed under this Act, the regulations, the by-laws of the Corporation respecting credit unions or the by-laws of the credit union. s (1) The board may pass by-laws governing the conduct of the affairs of the credit union. s (1) A by-law is not effective until it is passed by the board and confirmed, with or without variation, by a special resolution passed at a general meeting of the members duly called for that purpose or by such greater proportion of the votes cast as the articles may provide. s Any member may, (1) (a) submit notice of any matter that the member proposes to raise at the annual meeting; and (b) discuss at the annual meeting any matter in respect of which the member would have been entitled to submit a proposal. (2) Any proposal of a member submitted for consideration at a meeting must be attached to the notice of the meeting. (5) A proposal does not need to be attached to the notice of the meeting if, (a) the proposal is not submitted at least ninety days before the anniversary date of the previous annual meeting Meridian By-Laws: 7.08 Voting in Person at the Meeting All voting on special resolutions coming before a meeting of the members shall take place in accordance with section On any business coming before a meeting of members that is not a special resolution, every member who is eligible to vote at the meeting of members in question shall be entitled to one vote thereat Proposals and Requisitions (a) Proposals: Upon receipt of a proposal from a member to raise an issue at the annual meeting and a request that a statement in relation to that issue be attached to the notice of meeting, the Board shall within 10 days of its receipt meet to consider whether or not the proposal is to be included in the notice of meeting. Where the Board refuses to include the proposal in the notice of meeting, the Chair of the Board shall notify the member submitting it of the refusal and give reasons therefor. (b) Requisitions: Upon the written request of at least 5% of the members of the Credit Union, signed by each such member, stating the general nature of the business to be presented at the meeting, and deposited at the head office of the Credit Union, the Board shall call, as nearly as possible in the same manner as a membership meeting is called pursuant to these By-Laws, a general meeting of the Credit Union, for the transaction of that business, not later than 21 days from the date the written request was deposited at the head office, and such meeting shall be held within 60 days from the date of the deposit of the requisition. Requisitions may be made in counterpart In-Branch and Electronic Voting on Special Resolutions (a) General: Unless the Board exercises its discretion under subsection (d) hereof, voting on any special resolution shall take place before the members meeting at which the result will be announced and, on such special resolution, members shall be permitted to choose to cast their ballots by either: (i) in-branch voting at any branch of the Credit Union; or (ii) electronic means in the manner prescribed by the Board,in lieu of voting on the matter in person at the annual general meeting or special meeting. (d) Alternative Methods of Voting: The Board shall have the discretion at any time to permit, by resolution, members to cast a ballot by mail, in addition to voting in accordance with subparagraph (a), in a polling on a special resolution. Commentary: In respect of resolutions passed by the Board of Directors and presented to the members for confirmation, a motion presented from the floor by a member that would substantially alter the original resolution or which is prohibited by law, is out of order and should be ruled out of order by the Chair. Motions to make minor, inconsequential amendments are in order. Motions asking the Board of Directors to consider or review a matter are always in order.

7 Notes

8 meridiancu.ca Trademarks of Meridian Credit Union Limited.