2022 Member Material - Meridian Credit Union
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Table of Contents Page AGM Agenda 04 Meeting Protocol 05 Member Resolutions 07 2021 AGM Minutes 08 Audit & Finance Committee Report: Fiscal Year 2021 13 The Rights of Members at Annual General Meetings 14 - Excerpts from the CUCPA and Meridian’s By-laws 2
Notice of Annual General Meeting Notice is hereby given that the 2022 Annual General Meeting of Meridian Credit Union Limited will be held on Thursday, April 21, 2022 at 6:00 p.m. at the Meridian Arts Centre, 5040 Yonge Street, North York, Ontario. Members will also be able to participate by live webcast (see http://www.meridiancu. ca/AGM for details). Members who wish to participate online are asked to send a request by email to AGM@meridianCU.ca and Members who wish to use teleconference are asked to call 1-866-592 2226 for further instructions. The meeting will be held for the purpose of: a. receiving the reports of the Board Chair and the Audit & Finance Committee Chair; b. considering and approving the financial statements for the fiscal year ended December 31, 2021, with the auditors’ report thereon; c. appointing the auditors for the fiscal year ending December 31, 2022; d. announcing and introducing the Directors elected by acclamation; and e. considering such other matters as may properly be brought before the meeting. Documents Available for Review The audited financial statements, as well as the reports of the Audit & Finance Committee and the Auditor will be available at www.meridianCU.ca as of April 11, 2022. They will also be available at the offices of Meridian Credit Union. Dated at St. Catharines, Ontario this 17th day of March, 2022. On behalf of the Board of Directors Sunny Sodhi, Corporate Secretary Trademarks of Meridian Credit Union Limited. TM 3
Meridian Credit Union Limited Annual General Meeting April 21, 2022 6:00pm Agenda 1. Welcome Karen Farbridge 2. Opening Prayer 3. Notice of Meeting Karen Farbridge Registration & Quorum Meeting Overview, Ground Rules & Agenda 4. Reports • Board of Directors Report Karen Farbridge • Financial Report Tara Daniel • Audit & Finance Committee Report Bruce West • CEO Report Jay-Ann Gilfoy 5. Approval of Audited Financial Statements Karen Farbridge and Appointment of Auditors 6. Director Elections Sunny Sodhi Recognition of Departing Directors Karen Farbridge 7. Member Questions Karen Farbridge 8. Wrap Up Karen Farbridge 9. Meeting Termination 4
Meeting Protocol The Board Chair is responsible for the orderly conduct of the meeting. Please ensure you comply with the Board Chair’s instructions throughout the meeting. A. Voting At the Meeting • Only verified Members attending in person or participating by live webcast can vote on resolutions (Members joining by teleconference cannot vote). • Voting in person at the AGM will be done by a show of hands. To vote through the PRIVATE AGM online site for verified Members: • A resolution will appear on the right side of your screen - this is the voting window. Click on your selection and click “Send” to submit your vote. • The results of the vote will be announced during the AGM 5
B. Submitting Questions During the Meeting Meridian will have a Member Question period at the end of the AGM where Members can ask questions relevant to the business of the AGM. Only Members or valid proxyholders may address the meeting. For Members attending in person: • To gain recognition, please go to the microphone in the aisle nearest to you. • State your name and confirm that you are a Member or proxyholder. • Please take no more than two minutes to state your comment or question, ask only one question each time you are recognized and keep all remarks relevant to the business of the meeting. Additional questions from the same speaker may be recognized after we have heard from others who are waiting to speak. • Any Member with further questions is welcome to follow up with a Meridian Designated Spokesperson following the meeting. For Members participating through the PRIVATE AGM webcast: • Click on the icon of the person with a raised hand in the top left of the Webcast screen. • Type the question into the field and click “Submit”. Please include your name and Meridian branch. • Members can submit a question through the private AGM webcast at any point during the AGM. • The Corporate Secretary will read questions aloud during the Question & Answer period. • If there are more questions than time permits, outstanding questions received through the webcast will be responded to by individual emails. 6
Member Resolutions The following resolutions will be submitted for a vote by Meridian Credit Union’s Members (see Meeting Protocol): 1. Adoption of the Agenda The Agenda of the 2022 Annual General Meeting will be presented for adoption. The Agenda is presented on page 4 of the Member Material. Members will have the opportunity to vote on the following resolution: ON MOTION DULY MADE, SECONDED, AND CARRIED, BE IT RESOLVED THAT the Agenda of the 2022 Annual General Meeting of Meridian Credit Union, as included in the Member Material, be adopted. 2. Approval of the Minutes of the 2021 Annual General Meeting The minutes of the 2021 Annual General Meeting will be presented for approval. Meridian’s practice is not to read the minutes at the meeting or review them in detail. They are presented for adoption as printed in the Member Material on pages 9 – 13. Members will have the opportunity to vote on the following resolution: ON MOTION DULY MADE, SECONDED, AND CARRIED, BE IT RESOLVED THAT the Minutes of the 2021 Meridian Credit Union Limited Annual General Meeting, be approved, as presented. 3. Receiving the Consolidated Audited Financial Statements Meridian’s Consolidated Audited Financial Statements for the fiscal year ended December 31, 2021 will be presented at the AGM. You will find these Consolidated Audited Financial Statements and associated annual Management’s Discussion and Analysis (“MD&A”) in Meridian’s 2021 Annual Report, which will be posted on its website (https://www.meridiancu.ca/about-meridian/ corporate/governance/corporate-reports) by April 11, 2022. Members will have an opportunity to ask questions about the financial statements at the AGM. Members will have the opportunity to vote on the following resolution: ON MOTION DULY MADE, SECONDED, AND CARRIED, BE IT RESOLVED THAT the Audited Consolidated Financial Statements of Meridian Credit Union Limited for the year ended December 31, 2021, together with the Report of the Auditor, be approved. 4. Appointment of Auditors Meridian’s Audit & Finance Committee annually reviews and recommends to Meridian’s Board of Directors (the “Board”) the appointment of the external auditors of Meridian and it has recommended to the Board that PricewaterhouseCoopers LLP (“PwC”) be re-appointed as external auditors of Meridian. The Board recommends the re-appointment of PwC LLP, Chartered Professional Accountants, Toronto, Ontario as the auditors of Meridian Credit Union Limited to hold office until the close of the next annual meeting of Meridian at such remuneration as may be fixed by the Board. Representatives of PwC will be at the meeting and can respond to questions. Members will have the opportunity to vote on the following resolution: ON MOTION DULY MADE, SECONDED, AND CARRIED, BE IT RESOLVED THAT PricewaterhouseCoopers LLP, be appointed as Meridian Credit Union Limited’s auditors for the fiscal year 2022 at such remuneration as may be fixed by the Board of Directors. 7
2021 AGM Minutes Minutes of the 2021 Annual General Meeting of the Members of Meridian Credit Union Limited Held by Virtual Means, Webcast & Teleconference, Tuesday, April 27, 2021 at 6:00 pm. PRESENT: AGENDA As evidenced by the registration lists, 100 ON MOTION DULY MADE, SECONDED, AND Members of the Credit Union and 32 guests were CARRIED, IT WAS RESOLVED that the Agenda of reported logged into the AGM via webcast. the 2021 Annual General Meeting of Meridian Credit Union Limited, as included in the AGM The Board Chair, Ms. Karen Farbridge, acted as Member Material, be adopted. Meeting Chair and called the meeting to order. REPORT OF THE BOARD OF DIRECTORS The Meeting Chair emphasized the importance of the democratic process to the future of the The Meeting Chair presented the Report of credit union, inviting active participation from the Board of Directors and acknowledged Members via webcast. the impacts of the COVID-19 pandemic. The Meeting Chair noted the Board actions taken to REGISTRATION AND NOTICE OF MEETING: transition to a virtual environment, monitoring of developments through additional reporting and The Meeting Chair advised that the notice of the meetings and focusing on risk management and meeting had been duly given to Members and the health and safety of employees. Highlights published in accordance with the credit union's included the Board’s ongoing commitment to By-laws. The Meeting Chair further announced diversity and inclusion, noting that for the 2021 that a quorum was present, and therefore Board year, the Board has achieved gender declared the meeting to be duly constituted for parity. The Meeting Chair noted several Board the transaction of business. initiatives including the Meridian Donation Match Program led by the Board to support REGISTRATION AND MEETING OVERVIEW: vulnerable communities across Ontario affected by COVID-19. A warm welcome was extended to all participants. The Meeting Chair identified the The Meeting Chair expressed appreciation to the contents of the electronic AGM Member Material Board of Directors, Management, all employees, (including the 2020 Annual Report) available to and the Membership. each Member through the webcast or Meridian’s website as a guide for the virtual AGM. She introduced the panel and members of the Board of Directors. A brief overview of the agenda was provided. 8
REPORT ON FINANCES CEO’S REPORT The Chief Financial Officer, Ms. Tara Daniel, The President and Chief Executive Officer, presented a financial overview of 2020, Mr. Bill Maurin, provided his report, which specifically referencing 2020 financial highlighted 2020 achievements as well as results. She highlighted continued growth in challenges and opportunities. total revenue, Membership base, and total relationships. The Chief Financial Officer The President and Chief Executive Officer commented on the lower growth of 2020 when commented on how Meridian addressed the compared against 2019 growth, as a result of challenging environment resulting from the the challenges caused by the pandemic. She COVID-19 pandemic, noting the various efforts noted that capital and liquidity levels remained to support Members through payment relief and strong at year-end. Investment continued support programs, education on government in new products and services such as Price programs, financial assistance and planning. Drop, Hybrid mortgage, Friends and Family The President & Chief Executive Officer noted mortgage, increased skip-a-payment frequency Meridian’s focus on adapting operations to and Meridian’s Raise the Rate GIC. The Chief address the health and safety of both employees Financial Officer commented on the increased and Members, leveraging technology and provisions for expected credit losses being increased use of digital channels such as directly attributable to the expected impacts of dedicated telephone lines for seniors and the pandemic on future loan performance. She another for skip-a-payment processing, and also provided updates on the performance of increasing staff to support online and telephone Meridian’s subsidiaries, Meridian OneCap and banking. The President & Chief Executive Officer motusbank. announced key projects for business Members including a strategic partnership with Meridian AUDIT & FINANCE COMMITTEE REPORT Credit Union and Thinking Capital to expand small business solutions within Ontario, and the Mr. Bolton, the Audit & Finance Committee Chair, Commercial Owner-Occupied Lending program. presented the Audit & Finance Committee’s Further, he commented on Meridian’s focus on Report to the Membership, noting that the larger multi-year strategic initiatives such as Committee had fulfilled its required duties the redesign of the organization’s retail lending under the Credit Unions and Caisses Populaires platform, implementation of a new relationship Act, Meridian’s By-laws and Board policies. He management system, and upgrade of its also referenced PwC’s Audit Opinion and its credit card platform to better serve Members. results, noting that there were no reportable The President & Chief Executive Officer also matters that were required to be disclosed to the highlighted Meridian’s enhancements to internal Membership or regulators. The Audit & Finance systems such as its human resource technology Committee Chair noted the Committee met five and financial systems platform. times during the year and fulfilled its mandate. He thanked Management, staff and fellow The President and Chief Executive Officer Committee members for their contribution, concluded his report, noting that Meridian will concluding with departing remarks on his continue to focus on diversity and inclusion decision to not run for re-election. within the workplace, digital initiatives and partnerships to better understand Member needs, efficient utilization of branches, and a continued adaptive mindset to the changing environment. 9
APPROVAL OF MINUTES 2020 AGM; APPROVAL Ms. Carol Hunter, the Nominating Committee OF THE AUDITED FINANCIAL STATEMENTS FOR Chair, expressed appreciation to the Nominating THE YEAR ENDED DECEMBER 31, 2020; and Committee and welcomed the new and APPOINTMENT OF AUDITORS returning Directors to the Board. ON MOTION DULY MADE, SECONDED, AND The Meeting Chair closed by stating her CARRIED, IT WAS RESOLVED that: appreciation to Ken Bolton as a departing Director, having been elected in 2015. a. the Minutes of the 2020 Annual General Meeting of Members, held on Thursday, April OPEN QUESTION FORUM 23, 2020, be taken as read and approved; b. the Audited Consolidated Financial The Meeting Chair opened the webcast to Statements of Meridian Credit Union Limited questions from the general Membership. for the year ended December 31, 2020, together with the Report of the Auditor, be A Member asked why Meridian decided to approved; and remove all the printers from the Niagara c. PricewaterhouseCoopers LLP, be appointed branches during the COVID pandemic. Mr. Meridian’s auditors for the fiscal year 2021 Maurin clarified that the passbook printers were at such remuneration as may be fixed by the a legacy item with a tendency to break down Board of Directors. and a cost to maintain. Great consideration has been given to discontinuing the passbook ELECTION RESULTS printers for some time, factoring the reduced in-branch transactions and difficulty in The Returning Officer, Mr. Sunny Sodhi, provided maintaining the passbook printers. Mr. Maurin a summary of the Director nominations and acknowledged that the removal is an adjustment elections. He confirmed that there were for a number of Members and highlighted the four vacancies to be filled, with 62 valid benefits of receiving real-time balances through applications received by the Returning Officer. services such as online banking. The Nominating Committee was assisted by an external advisor, Odgers Berndtson, in A Member asked Management to comment reviewing and assessing the large number of on the decision to make the St. Catharines applications and in determining a short list of Ridley Branch an advice-only centre and asked the top candidates to be interviewed by the when it would resume full service. Mr. Maurin Committee. In accordance with Board policy, commented that the advice-only branches were the Nominating Committee recommended a tactic initially employed on a temporary basis to the Membership the four most qualified for some locations to manage the health and candidates to complement Meridian’s existing safety risk of the pandemic, further noting that Board members. The candidates that did not Management continues to assess operating receive the Committee’s recommendation were needs and Member behaviour patterns. Mr. provided the opportunity to remain on the ballot, Maurin noted that with respect to the St. but all chose not to proceed with their candidacy Catharines Ridley branch, there are several resulting in the four recommended candidates other full-service branches located within a being acclaimed to Meridian’s Board. short distance. Mr. Maurin commented that the advice-only branches will remain as such as The four candidates were: Mr. Ian Cunningham, Meridian continues to evaluate Member needs, Ms. Karen Farbridge, Ms. Suanne Nielsen, and transaction volumes and how branches are Mr. P. Bruce West, each of which will serve three- utilized. year terms. 10
A Member asked if guaranteed rates of return A Member observed that several branches on investment shares are at risk with interest have been operating without branch managers rates being so low. Ms. Daniel commented and asked if Meridian will be replacing these that Meridian considers multiple factors when vacancies. Mr. Maurin commented that the evaluating repricing for various share issuances, vacancies are the result of a combination of including the position of the yield curve and factors, one of which is actual job vacancies share issuances from other financial institutions. that Meridian aims to fill, and the other factor Ms. Daniel commented that Meridian repriced being that there are some branch locations two share issuances during the fourth quarter of where one manager oversees two locations. 2020, both of which were repriced at competitive Mr. Maurin further explained the operational rates. Ms. Daniel further noted that with a model of having one branch manager rising yield curve at this time, Meridian does not responsible for a primary branch location with anticipate seeing significant changes, however larger servicing requirements and a secondary noted it is subject to change depending on the smaller location with a smaller Membership economic environment. base. Mr. Maurin noted this operational model is a part of Meridian’s overall branch network A Member asked if Management was concerned assessment, considering changing Members’ with Canada’s overheated housing market, needs and the potential impact to the square and how Meridian was protecting itself footage and staffing and servicing models for against sudden market corrections, ensuring branch locations. Mr. Maurin commented that business isn’t negatively impacted. Mr. Maurin it is becoming more prevalent and possible to commented that Meridian continuously monitors have one branch manager oversee two locations the market through many organizational as transaction volumes reduce in particular perspectives. Mr. Maurin noted that the branches and Meridian will continue to assess economy is in the midst of a demand shift the overall framework. regarding how and where people are looking to live which will probably continue for some A Member asked Management to comment time. Mr. Maurin noted that Meridian has an on the way branch managers are utilized exceptional portfolio performance regarding during the pandemic with oversight of multiple retail mortgages in part due to the underwriting branches and the potential impact to Members. approach taken that supports Member needs Mr. Maurin noted there was nothing further to while managing organizational risk and balance comment on beyond what he had shared from sheet performance. Mr. Maurin commented the previous question. Mr. Maurin noted that on Meridian’s continued attention to the rise in Meridian operates in a fast-paced industry in housing values in the current environment, and terms of consumer preferences and the need ensuring Meridian applies appropriate stress for operating models to change in response. Mr. testing parameters, as well as transactional Maurin noted that with any decisions, Member level, and portfolio management controls, to service remains Meridian’s utmost consideration. both protect Members and the organization. 11
A Member asked if Credit Union Member CONCLUSION accounts are insured by a provincial insurer and whether Members’ money is secure. Mr. There being no further business, the Chair Sodhi commented that the Financial Services adjourned the meeting at 7:10 p.m. Regulatory Authority of Ontario provides deposit insurance at Meridian and all Ontario credit unions. Mr. Sodhi noted that the deposit insurance is very strong, and Meridian is confident that money held at Meridian and all Ontario credit unions are very well secured with this deposit insurance. The Chair concluded the Question and Answer period. 12
REPORT OF THE AUDIT & FINANCE COMMITTEE TO THE MEMBERSHIP OF MERIDIAN CREDIT UNION FISCAL YEAR 2021 Pursuant to section 125 of the Credit Unions and Caisses Populaires Act, 1994 (the “Act”), Meridian Credit Union has established an independent Audit & Finance Committee (“Committee”) composed of five members of the Board of Directors. During 2021, the Committee met on five occasions, and at least once in every quarter, in compliance with the Act. The Committee’s mandate 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, reporting procedures and reporting systems of the Credit Union; • Reviewing the Credit Union’s financial performance relative to key performance indicators; • Ensuring the integrity of financial reporting; • Overseeing the Credit Union’s annual budget, capital plan and multi-year financial projections; • 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; • Overseeing 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, Capital Management, and Class A Share Subscription; • Monitoring compliance with established thresholds or limits required under the Credit Union’s Board Policies; and • Overseeing the preparation of Meridian’s audited financial statements in accordance with International Financial Reporting Standards and applicable auditing standards. From the information provided, the 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 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 Committee that have not been implemented or are not in the process of being implemented. In addition, there are no matters that the 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. Bruce West, Chair – April 11, 2022 13
The Rights of Members at Annual General Meetings - Excerpts from the CUCPA and Meridian’s By-Laws Credit Unions and Caisses Populaires Act, 2020 (“CUCPA”) 97. (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 or the Authority rules respecting credit unions, or the by-laws of the credit union. 98. (1) The board may pass by-laws governing the conduct of the affairs of the credit union. 100. (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. 179. (1) Any member may, (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) A proposal must be in the form required by the Authority rules and must meet any other requirements set out in the Authority rules. (3) Notice of a proposal shall be given in accordance with the Authority rules. 181. Each member of a credit union has one vote at a meeting of the members of the credit union. 183. (1) No member of a credit union shall vote by proxy except when the member is Her Majesty the Queen in right of Ontario or in right of Canada, a corporation, including a municipality defined in the Municipal Affairs Act, an unincorporated association or a partnership registered under the Business Names Act or a predecessor of that Act. 185. (1) Subject to such requirements as may be prescribed by Authority rule, the by-laws of a credit union shall set out a policy in respect of the rights of members to participate and vote at meetings remotely. (2) Except as otherwise provided for in the by-laws of the credit union, every member participating remotely in a meeting described in subsection (1) is considered present at the meeting for the purposes of this Act. 14
FSRA Rule: Sound Business and Financial Practices 3. Governance Matters Related to Members 3(1) All communications sent to the members of a credit union related to its governance, including but not limited to, annual reports, notices of meetings and proxy solicitations, shall clearly and transparently identify the democratic rights of the members, including but not limited to the rights of members to be notified of, participate in and, if applicable, vote at meetings of the members. 3(2) A credit union shall take reasonable precautions to ensure that all of its activities and communications related to members’ meetings and voting, including but not limited to the voting process itself, are fair and transparent, and free from misrepresentation, fraud and undue influence. Meridian Credit Union Limited By-Laws 7.01 Meeting (c) Electronic Meetings: A membership meeting may, if the Board determines by resolution to do so, and pursuant to such conditions, rules and procedures which may be approved by the Board, be held by telephonic or electronic means. A Member who, by such means, votes at the meeting or establishes a communications link to the meeting shall be deemed for all purposes, including, without limiting the generality of the foregoing, the calculation of quorum pursuant to section 7.07 hereof, to have been present at the meeting. 7.09 Show of Hands (a) Subject to section 7.08, every question submitted to any meeting of members (except for an election and unless a poll is demanded or required) shall be decided in the first instance by a show of hands (or similar method if a meeting is conducted partially or completely by telephonic or electronic means). In the case of an equality of votes, either upon a show of hands or upon a poll, the chair of the meeting shall not be entitled to a second or casting vote. 7.12 Proposals and Requisitions 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. 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. 15
7.13 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. 16 Trademarks of Meridian Credit Union Limited. TM
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