129th Annual General Meeting
TAKE NOTICE that an Annual General Meeting of the Members of Ayr Farmers Mutual Insurance Company will be held at the head office of Ayr Farmers Mutual Insurance Company, 1400 Northumberland Street, Ayr, Ontario on the 3rd day of March, 2023 at the hour of 2:00 p.m. for the purposes of:
- To receive, consider and approve the annual statements for the year ending December 31st, 2022;
- To appoint auditors for 2023;
- To elect two Directors for a three (3) year term. The members will be asked to elect two Directors for a period of three years, one being for the retiring Director David Thompson, and one to fill the vacancy created by the resignation of Elizabeth Baldwin prior to the end of the term. David Thompson is eligible for re-election.
In accordance with Bylaw #5 Section 20.e) the nominees eligible for election to the Board are David Thompson and Edwin Hesselink.
By order of the Board of Directors, dated at Ayr, Ontario, this 20th day of January 2023.
The annual statement will be made available on the website of Ayr Farmers Mutual no later than 21 days prior to the Annual General Meeting. A member may obtain a copy of the annual statement by sending a written request to the head office at least 14 days prior to the Annual General Meeting.
Any person wishing to seek election or re-election as a Director must file their intention to stand for election in writing with the Corporate Secretary before 12:00noon EST, at least ninety (90) days in advance of the Annual General Meeting. Forms are available from the Corporate Secretary at the Head Office during regular business hours.
MINUTES OF THE 128th ANNUAL MEETING
Friday, March 4th, 2022
Held virtually through Zoom Webinar
Following introductory remarks and a quick tutorial on how to participate using the Zoom Webinar format, Ms. Formica called the 128th Annual General Meeting to order at 2:03 p.m.
Ms. Formica, as Chair of the Board, acted as Chair for the meeting.
As the required number of members established a communications link to the meeting and were deemed present, constituting a quorum, the Chair declared the meeting properly convened.
To support the Board’s focus on governance and their desire to hold an effective and informative Annual General Meeting, Ms. Formica informed the members that Stephen Grant from Madorin, Snyder LLP will act as Parliamentarian for the meeting.
The Chair explained that the meeting will be governed by ‘Call to Order’ and asked that questions be reserved until all reports were received as questions may be answered in subsequent reports.
It was duly MOVED, SECONDED and CARRIED that the minutes of the 127th Annual General Meeting of the corporation be accepted as recorded and as made available on the Ayr Farmers Mutual website.
Ms. Formica provided the members with the Report from the Board which highlighted the Company’s continued support to many youth and agriculture initiatives through donations and scholarships; the Company’s strong risk management practices and the Board’s continued focus on oversight and good governance.
Ms. Formica acknowledged the retirement of long term director Gerry Pullin at the conclusion of the meeting, thanking him for his many years of service. Ms. Formica noted the work of the Nominating Committee in actively managing succession planning to fill the vacancy created by the retirement of Mr. Pullin.
The Board continues to focus on and protect the Company’s financial stability. With positive financial results the Board was pleased to declare a 5% refund of premiums for qualifying policies.
The Chair called upon President & CEO Jeff Whiting to provide the President’s Address.
Mr. Whiting provided a report on the activities of 2021 that included constant adaptation to the everchanging pandemic environment, the retirement of agents and staff and the recruitment to fill those vacancies.
The Company launched a brand refresh that included slight modifications to the logo and a new tag line. A soft launch of a customer portal was completed and will be made available to Policyholders in 2022.
Climate change is a significant risk to insurance companies. Mr. Whiting noted that the Company did not experience any significantly large events in 2021, however the likelihood for events impacting the Company in the future is increasing.
Looking forward into 2022, the Company will continue to operate in a hybrid working environment, ensuring the safety of staff and Policyholders.
The Chair called on Chief Financial Officer Dave Paterson to present the Financial Statements.
Mr. Paterson provided the members with an update on the financial position and statement of comprehensive income of the organization.
There were no questions on any of the informational reports received.
It was duly MOVED, SECONDED and CARRIED that the Financial Statements be received as presented to the membership.
It was duly MOVED, SECONDED and CARRIED that the firm of Graham Mathew Professional Corporation, Chartered Accountants of Cambridge, Ontario, be appointed as auditors for the year 2022, and that the Directors be authorized to fix the auditors remuneration.
Ms. Formica provided information on the results of the Ontario Mutual Insurance Association (OMIA) survey on Director’s per diems.
It was duly MOVED, SECONDED and CARRIED that the meeting per diem paid to the Directors be increased to $550.
As required by the Company’s Bylaw, there is to be an election for two Directors for a 3-year term.
Ms. Formica, on behalf of the Nominating Committee, read the Nominating Committee Report that recommended Brad Adams and David Jamieson as suitable candidates to stand for election to the Board of Directors.
As no one else filed was nominated for election in accordance with the Company’s Bylaw, the Chair declared Brad Adams and David Jamieson elected by acclamation to the Board for a 3-year term.
As all business on the agenda was complete, Ms. Formica thanked everyone for attending the 128th Annual General Meeting.
It was duly MOVED, SECONDED and CARRIED that the meeting stand adjourned at 2:39 p.m.
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