Annual General Meeting of the Beneplan Employee Benefits Co-operative Ltd.

Meeting Minutes as recorded by Yafa Sakkejha (Beneplan Inc)

April 6, 2017

Location: Westin Bristol Place Hotel, 820 Dixon Rd. Etobicoke Ontario Canada

Time: 3:00pm – 5:00pm EST

  • Quorum achieved as of 3:05pm
  • The following agenda was approved – motioned by Daniel Friedman, seconded by Dan Lawrie, and passed:

Beneplan Co-operative AGM Agenda of April 6, 2017

  • Call to open the AGM
  • Confirmation of Quorum by the Secretary
  • Approval of AGM Agenda
  • Introduction of the 2016 Board of Directors
  • Approval of Minutes from last year’s AGM held April 7, 2016
  • Executive Committee Report (Mike Miller)
  • Audit and Finance Committee Report (Treasurer)
  • Recognition of retiring Members of the Board
  • Governance Committee Report (Diane Kocet)
  • Nomination Committee Report (Barry Murphy and Glenn Botting)
  • Presentation of Board Nominees
  • Election of new members to the Board of Directors
  • Beneplan Inc. Executive Report
  • Q&A
  • Announcement of new Board members
  • Closing comments and motions.

Board in Attendance:

  1. Michael Miller, COO, Hyd-Mech Group, Chair, completing the 2nd year of a 3-year term.
  2. Linda Moroz, CEO of the Resurrection Credit Union, Vice-Chair, completing the 2nd year of a 3-year term.
  3. Anne Kaufmann, Managing Director, Davies Howe Partners LLP, Treasurer and Finance Committee Chair, completing the 2nd year of a 3-year term.
  4. Malcolm Stoffman, CEO of the Momentum Credit Union, Secretary and member of the Governance Committee, completing the 1st year of a 3-year term.
  5. Ken Singh, Owner and President of Atlas Cargo International Freight Forwarding, completing the 2nd year of a 3-year term.
  6. Diane Kocet, CEO of the Energy Credit Union, Chair of the Governance Committee, completing the 2nd year of a 3-year term.
  7. Angelo Karr, President of Pride Pak Canada, completing his last year of a 3-year term.
  8. Glenn Botting, General Manager of Maingate Personnel Services, and member of the Nominating Committee, completing his last year of a 3-year term.
  9. Soo Kim, Controller, Rowe Meat Farms, completing a 1-year term.
  10. Barry Murphy, Managing Director, BDP Canada, and member of the Nominating Committee, completing the 1st year of a 3-year term.
  11. Ian Torrance, Vice President of P.K. Douglass Inc, and member of the Governance Committee, completing the 1st year of a 3-year term.
  • A motion to approve the minutes of the previous AGM, held April 7, 2016, was brought forward by Kuttimol Kurian, seconded by John Moreland, and passed.
  • The Chair of the Board, Michael Miller, summarized the 2016 financial highlights of the co-operative.
  • The Audit and Finance Committee Report was presented by Anne Kaufmann, Treasurer, supported by Shaun Wilson of S&C Partners LLP (auditor) and Mark Faiz (Beneplan Inc).

Each year, the co-operative’s patronage dividends are audited by a third party auditor, which are selected by the Board. We used S+C Partners for the 2016 and 2015 financials, who were selected after requesting proposals from three accounting firms. S+C won the bid due to their knowledge, expertise, recommendations from other members, and competitive pricing.

The goal of the audit is to ensure that the patronage dividends we distribute are accurate, and the co-operative is in a financially healthy position. The goal is also to ensure that the party who sets rates is doing so in a fair manner, without giving preferential treatment to one member over another.

My role as Treasurer is to ensure that we are making financially prudent decisions to protect the stability of the co-operative, and the surpluses and profits belong to you all, the member-owners.

I’m pleased to provide a summary of the financial position of the co-operative, as of the period January 1 to December 31st 2016.

  • Total patronage dividends: 1.6 million
  • This amount is resulting from revenue of premiums of $20 million, claims of $16 million, fees and taxes of $3.1 million, life insurance refunds of $155,000, Reformulary refunds of $14,000, RST refund of $117,000, contributions to reserve of $156,000, and deficits within the co-operative of $418,000.
  • The board decided to amend the reserve requirement for new members in 2016, so that we are making prudent steps towards the stability of the co-operative. This is detailed in the memo in your package.
  • The board also made the decision regarding the treatment of future additions to the IBNR reserve. Any new IBNR money would be retained with our insurer partners, in trust, in order to avoid any questions about taxation of that reserve.
  • Finally, the dividend allocation formula has been amended and 2016 is the first year which demonstrates the new formula. The board listened to membership and amended the formula for more fairness and equity. While past boards believed the old formula was fair, the formula was set in the year 2001 and needed to be updated given the current trends, including the onslaught of biologic drugs.

A motion to accept the financial statements was brought forward by John Moreland, seconded by Dan Lawrie, and passed.

  • Individuals who nominated themselves to serve on the board of directors are as follows:

SistoFini

Daniel Friedman

Melinda Garate

Lisa Lamb

Jennifer Osborn

Mauro Lo Russo

Sean Macey (regrets)

Each were asked to present a short statement about themselves and nominations were circulated to members in advance of the AGM.

  • The incoming board of directors as elected by the members at the AGM are as follows:

Daniel Friedman

Lisa Lamb

Jennifer Osborn

Mauro Lo Russo

  • Beneplan Inc provided the Management update of benefits trends in 2016.

A motion to adjourn was brought forward by Daniel Friedman, seconded by Glenn Botting, and passed.