Annual General Meeting 2009

Minutes of the meeting

Ladies and Gentlemen, welcome to the Annual General Meeting of the Wesleyan Assurance Society.  My name is Lowry Maclean – Chairman of the Society.

Before we start the formal proceedings of the AGM, I should like to make some brief comments. 

You should each be in possession of a copy of the full Report and Accounts and a copy of the Summary Financial Statement if you brought it with you.  First, I should like to draw your attention to a number of points and briefly bring you up to date with current trading.

On the inside cover you will see the three values the Society seeks to be known for:  Insight, Performance and Trust.  They have been in place for some time.  Through thick and thin we hold to these principles.  Occasionally there are failures, most often success.  Ours is a long term business.

On page 3, may I draw your attention to some notable highlights.  Against a backdrop of challenging market conditions to say the least, the Society remained strong and was named Life Insurer of the Year after two successive years as runner-up. 

Also shown on this page are a further set of prestigious awards and third party recognition of the Society’s premier ranking in the tables.  You will observe the awards on the table here in front of the Board.

However, as we all know, not everything was rosy in 2008.  As markets fell steeply and suddenly, in October last year, the Society could no more defy gravity than any other company.  The Board does not have all the answers as to how to conduct business in such conditions and inevitably the Society’s financial strength and pay-outs have been adversely affected. 

Nevertheless we are better placed than most to out-perform in terms of providing security, returns and value for our policyholders. In fact markets have risen quite significantly, worldwide, in recent weeks.

The bullet points, under Results, on Page 5 give more detail as does the rest of the Accounts.

Expert external verification, in specific areas, is always a valuable endorsement.  I am pleased to be able to tell you that consultants recently reported, at length, on the governance arrangements at Wesleyan summarising with the words: - The Society has a good understanding of what is required in order to run a successful company and a strong will to ‘do the right thing.’ 

This report which has been forwarded to the FSA is of considerable interest to them. Currently they are very focussed on the capability of Boards in the Financial Services Sector.

It is also important for the Board’s thinking to be soundly based, and as an example it has recently been confirmed that our actuarial assumptions were prudent overall and in respect of credit default risk, for example, was very prudent.

As you can read in the Chief Executive’s statement, on Pages 6 and 7, our vision remains unaltered and his Executive Team, with the support of every member of staff, will pursue initiatives which fundamentally improve the outlook for our strategies and the delivery of benefits for our policyholders.

The Executive Team did a good job in stretching for their 2008 targets, in the most challenging market conditions, winning significant awards along the way. 

Linked to that, our remuneration policy is well controlled and aimed at longer term objectives broken down into stern annual targets which are aligned to policyholder’s interests and tuned to employment market conditions.

Finally, I am pleased to note that in the first quarter of 2009 Life and Pensions sales are showing signs of strong recovery with a 20% quarter on quarter increase in APE. 

Total income from life, pensions, bank and general insurance is showing a 4% increase on the same quarter last year, which is considerably better than many others have recently reported in the sector.

Ladies and Gentleman the recession is deep and the Board believes there will be no quick return to business as usual in 2009.  However, we can assure our policyholders the Board is far from casual or complacent in its approach. 

We believe further significant progress can be made in delivering our core values in 2009. 

Thank you for your attention and now I turn to the formal part of the AGM, starting with the suggestion that, with your approval, we taken the notice convening the meeting as read.

1        Auditors’ Report

On behalf of the Auditors, PricewaterhouseCoopers LLP (PwC), David Roper, (Partner), read the Auditors’ Report.

2        Report and Accounts of the Society for the Year Ended 31 December 2008

Before receiving the Report and Accounts I would like to take any questions. Ladies and Gentlemen, if there are no questions I will move to the resolution.

Moved by the Chairman, seconded by David Rutter and carried unanimously:

“That the Annual Report and Accounts for the year ended 31 December 2008 be received.”

On behalf of the Board and members, the Chairman thanked David Roper who would be retiring from his role as PwC’s Partner on the Society’s audit, after seven years.

3.       Election of Directors

(a)      The Chairman stated that Michael Lewis, Matthew Rodhouse and David Tyrrell were the Directors retiring by rotation and in the absence of any other nominations and in accordance with Rule 38 of the Society’s Rules each are re-elected as Directors of the Society.  The Chairman did confirm however that in proposing their re-election the performance of Michael, Matthew and David continued to be effective and each demonstrated commitment to their respective roles.

(b)      The Chairman reported that since the last Annual General Meeting Andrew Doman, Martin Howard and Derek Zissman had been appointed as Directors of the Society and confirmation of their election by members of the Society was required.

Moved by the Chairman, seconded by Michael Lewis and carried unanimously:

“That Andrew Doman, Martin Howard and Derek Zissman be elected Directors of the Society.”

4.       Auditors

It was moved by the Chairman, seconded by David Tyrrell and carried unanimously:

“That PricewaterhouseCoopers LLP be re-appointed Auditors of the Society to hold office until the next General Meeting at which accounts were laid before the Society and that their remuneration be fixed by the Directors”.

5.       Directors’ Remuneration Report

(It was noted that in accordance with the annotated version for Mutual Insurers of the Combined Code on Corporate Governance, this vote was advisory only and its outcome not binding on the Directors).

It was moved by the Chairman, seconded by David Rutter (a member of the Society’s Remuneration Committee) and carried unanimously:

“That the Directors’ Remuneration Report for the year ended 31 December 2008 shown on pages 14 to 17 inclusive of the Annual Report and Accounts be received.”

6.       Proxy Votes

Chairman - “I am pleased to report that with the votes cast today and when counting-over four thousand three hundred additional votes received by post, the so called proxy votes, all these resolutions were very substantially carried, indeed by over 94% in favour in each case. 

"In all the number of members voting this year increased again - a very encouraging result.  We thank you for your support and we continue the task of retaining the trust of current and future policyholders”.

7        Conclusion

Ladies and Gentlemen this concludes the Annual General Meeting.

The Chairman then closed the meeting.