THE AFM ANNUAL GENERAL MEETING

AFM's second Annual General Meeting was held on 4 November 2011.  Minutes of the meeting are shown below.

Minutes of the Second Annual General Meeting of the Association of Financial Mutuals

At the Palace Hotel, Manchester on 4 November 2011

 

1.       The Chairman, John Reeve, opened the Annual General Meeting of the Association.

1a.        Emily Hughes and Stefan Petrie of Oddfellows were appointed as tellers.

2.             Review of Progress

The Chief Executive, Martin Shaw presented a review of the year and informed the meeting that there were a couple of resolutions to present.  He told the meeting that AFM is working closely with the AFM Board, the FSA, the Treasury and with MPs, and is finding external stakeholders are becoming more supportive of the messages being put to them about the value of the mutual sector. 

The Chief Executive reported increased engagement from the Treasury over the last two months, working towards the new UK regulators. AFM is actively supporting work on changes to the regulatory tax regimes post Solvency II.

He explained that there are a various opportunities for members to get involved in the work of the AFM, including newsletters, the new Website and through Corporate Governance work.

The Chief Executive informed the meeting that there are six key priorities on which AFM reports to the AFM Board quarterly, to demonstrate that the work is consistent with what the Board was looking for. Focus is on issues that affect us as Mutuals, and not Insurers.

3.             Plans and Budget for 2011/2012

The Chief Executive reported a surplus for 2010/11 albeit lower than planned as the Board took the opportunity to engage legal advice on the issue of mutual capital.  This year’s budget shows greater focus on lobbying effort, and is planned to produce a small surplus.

The Chief Executive thanked everyone for supporting the relatively sharp increase in subscriptions.

4.             Update on the Annotated Combined Code

The Chief Executive confirmed that the results of the 2010 exercise on the Annotated Corporate Governance had been circulated. The trend was fairly consistent with previous years and the split between performance of firms has been fairly level.

It was reported that it appears members are comfortable with the level of compliance they are achieving and with explaining the areas that are not a fit with their business.

The Chief Executive also reported on changes in the Annotated Corporate Governance Code, and stated these would be the changes they would be working through in the Compliance exercise next year.

The new broad categories are: Leadership / Effectiveness / Accountability / Remuneration / Relations with Members.  There are also changes to the Chairman’s Report and how he reports on his observance of Corporate Governance.  Finally the ACC recommends annual re-election of Directors; though evidence from FTSE 100 companies indicates slow adoption in the corporate world, albeit AFM has incorporated annual re-elections.

The annual compliance exercise will be launched in January, with a focus on the changes to the Annotated Combined Code, and a greater degree of transparency in corporate governance reporting by members. Robert Wharton of Thrings, who has been looking at remuneration, reports having seen an improvement in the reporting.

5.             Board Appointments

The Deputy Chair, Mark Goodale, provided a brief overview of the nomination process for the Board this year.  In accordance with the constitution, members of the outgoing Board of Directors are responsible for appointing a Board for the following term.  In accordance with best practice the AFM has moved to annual elections, and nominations this year were sought in June, and in July the Board reviewed those nominations.  If there are acceptable a Board is appointed, which is then subject to approval at the AGM.

Eighteen nominations were received for 2011/12, which is the maximum allowed by the constitution. In addition, the Board also verified that the composition remains sufficiently representative of all the members. The July Board approved the nominations and the composition is subject to approval today.

The Deputy Chair drew the meeting’s attention to two members from smaller companies.

The composition was accepted unanimously.

6.              To receive the Statutory Report and accounts for period ending 30 June 2011.

The Chairman asked if there were any questions on the accounts, there being none the meeting unanimously approved the Statutory Report and accounts.

7.              Any Other Business

There being no other business the Chairman closed the meeting.