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Annual General Meeting (AGM) 2016

Wesleyan's Annual General Meeting was held at the Thistle Hotel, St Chads Queensway, Birmingham on Thursday 5 May 2016.

Ladies and Gentlemen, welcome to the Society's Annual General Meeting.  My name is Bryan Jackson and I have been the Society's Chairman since May 2010.

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 shortened version known as the Summary Financial Statement, if you brought it with you.

I should like to draw your attention to a number of points relating to 2015 and briefly bring you up to date with current trading in 2016.

From the third Greek bailout to the UK general election, slowing economic growth in China and the collapse of the oil price, 2015 was a year of considerable political uncertainty and global stock market volatility. Whilst 2015 itself was a year of low, and in some cases negative, stock market returns, we continue to believe that equities and commercial property offer the best opportunities for investment returns over the longer term and use these periods of stock market volatility as an opportunity to purchase quality shares, both in the UK and overseas.

This approach has delivered highly competitive payouts for customers investing in our with profits products. These products also provide some protection for customers against sharp fluctuations in stock markets through ‘smoothing’, which aims to reduce the impact of short-term movements.

Since the banking crisis, the insurance and banking sectors have been under increased scrutiny and 2015 saw a significant amount of regulatory change. The Solvency II Directive, intended to ensure consistency in the level of capital that European insurers are required to hold, is one of the most important changes affecting the insurance sector in recent years and finally took effect on 1 January 2016.

The Society successfully implemented the changes required under this new EU directive. We have had no difficulty in meeting the new capital standards as we manage our financial strength to a much higher level than the minimum required due to our rigorous approach to risk management and in line with our previous communications to customers.

A more detailed analysis of the Society’s performance in 2015 can be found on pages 5 to 22 of the Strategic Report. The first half of 2015 saw new business performance fall short of expectations. An extensive review of performance was undertaken and we implemented many process improvements. We saw a significant recovery during the second half of the year to reach an Operating Profit figure of £36.6m.

We made significant progress in our transformation and acquisition programmes and enhanced our product range. This included the introduction of new products in April 2015 to allow customers to take advantage of the new pension freedoms announced by the Chancellor in the March 2014 Budget, providing greater choice in how customers may take their retirement benefits.
We also made two significant acquisitions in 2015, welcoming Syscap, a leading independent finance provider and DPAS, a dental plan provider, into the Wesleyan Group.

The Board has reviewed the Society’s strategy and remains committed to delivering significant but managed growth. I’m also pleased to report good progress towards improving and future-proofing our IT infrastructure, which will deliver cost savings and improved service to our customers.

Our product offering is key to our success. We continue to review our products to ensure that they are in line with what our customers need. The acquisition of Syscap and DPAS is part of an ongoing process of reviewing and broadening the products and services that we offer to our chosen markets and building scale through acquisitions where appropriate. In 2016 we will see a period of embedding these new acquisitions to ensure that they deliver the benefits expected.

The Board remains committed to the mutual model which has served customers well since 1841. As a mutual, we care deeply about the communities in which we work. Last year, we donated £1 for every AGM vote cast to our chosen charity, Birmingham Children’s Hospital, raising £7,299. Although based in Birmingham city centre the hospital provides treatment for children from across the UK, indeed 10% of all children with cancer in the UK are treated at the hospital.

In 2015 we also published ‘The Unstoppable Maggie McGee’, a children’s book which will raise money for the hospital. We’re pleased to report that through this and other initiatives, over £367,000 was raised for this fantastic cause with the support of our employees, customers, suppliers, community and the hospital. More information on our work in the community can be found in the Corporate Social Responsibility section on pages 16 to 17.

The Society has continued its strong focus on risk management during 2015. To ensure that risk management is kept at the heart of the Society, the Society’s Chief Risk Officer, Roger Dix, is now a standing attendee at every Board Meeting. Our financial strength protects us against adverse risk scenarios and we monitor this position regularly.

The updated Corporate Governance Code now requires organisations to assess its ability to remain in business and meet its liabilities over the longer term. We already have robust processes in place to support this assessment and more detail can be found in the Viability Statement on page 33.

More information on the principal risks and uncertainties facing the Society is provided on page 18.

The Board reviews the Society’s organisational structure from time to time to ensure that it remains the most appropriate to deliver the Society’s strategic goals. In July 2015, the Board approved changes to reduce the size of the Board and provide greater focus on customers. We achieved this through the establishment of the three roles of Chief Customer and Strategy Officer, Chief Financial Officer and Chief Operating Officer, replacing four Group Executive roles that applied previously.

As part of these changes, Clive Bridge stepped down from the Board to focus on running our Life and Pensions business unit. Sam Porter and Rob Green left the Society as part of this restructure by mutual agreement and we wish them well for the future.

We’re confident that this new structure will provide greater customer focus and provide greater accountability to the Managing Directors of our business units. For more information on our business model, please turn to page 6. In November 2015, we were also joined by a new Non-Executive Director, Tania Brisby. Tania’s strong investment banking background as well as her expertise in the NHS is a welcome addition to the Board.

In line with best corporate governance practice, we commissioned the Institute of Directors to undertake an independent review of Board effectiveness in the second half of 2015. The results of this review were generally very positive, particularly that the Board demonstrates collective responsibility for the long-term success of the organisation with constructive challenge and balanced decisions. It identified a small number of issues that we will examine in more detail supporting our principle of continuous improvement. I will follow these up with the support of the Senior Independent Director and the Company Secretary.

The Society recognises that the rapid development of new technologies in financial services brings opportunities to improve risk management and lower costs. The Society is investing in upgrading its IT infrastructure and risk management systems to ensure that our members can benefit from innovation in the sector.

Between 2016 and 2018, the planned NHS dental contract changes will bring opportunities for Practice Plan and DPAS. Work is underway to prepare for this and to provide our customers with appropriate advice and support during this change. We continue to monitor our chosen markets closely with input from our Members Advisory Board, so that we can evolve and adapt to meet their changing needs.

We recognise that 2015 was a challenging year for the Society in many ways. Our Employee Opinion Survey score reduced during this time but we have worked closely with staff to understand their concerns and to develop action plans to address these. We remain committed to being an employer of choice.

2016 will be a year when we embed our new structure and move into our next stage of growth, implementing our strategic plan. Challenges and opportunities will come our way during 2016, but I’m confident that Wesleyan is in a strong position to deal with these and continue to progress. We’ve had a strong start to 2016, driven by good sales performance in Wesleyan Financial Services, with sales of protection products being particularly strong.

The Society reaches its 175th anniversary in 2016. We can be proud of the success that members, staff and directors past and present have created and look forward to celebrating this milestone together. We remain a mutual organisation - this is integral to how we grow and sustain our business and ultimately, the way we look after our members, customers and support our communities.

The Board thanks all staff for their hard work and dedication over 2015, and looks forward to the new opportunities that 2016 will present.

I now turn to the formal part of the AGM.

1.  Auditors' Report

It was agreed to take the Auditors' Report as read, with Gail Tucker, Partner, PricewaterhouseCoopers LLP (PwC) in attendance to answer questions.

2. Report and Accounts of the Society for the Year Ended 31 December 2015

Ladies and Gentlemen, in the absence of questions I propose that the Annual Report and Accounts for the year ended 31 December 2015 be received.

Moved by the Chairman, seconded by Andew Neden (Chairman of the Society's Audit Committee) and carried unanimously:

"That the Annual Report and Accounts for the year ended 31 December 2015 be received"

3. Election of Directors

(a) The Chairman reported that since the last Annual General Meeting Tania Brisby had been appointed a Director of the Society and confirmation of her election by members of the Society is required.

Moved by the Chairman, seconded by Craig Errington and carried unanimously:

"That Tania Brisby be confirmed as a Director of the Society".

(b) The Chairman reported that in 2013 the Directors had passed a Resolution Under Rule 31(1) of the Society's Rules that at this Annual General Meeting and at all following Annual General Meetings all of the Directors shall retire.  All Directors stood for re-election and no other nominations in accordance with rule 35 of the Socity's Rules had been received.

Moved by the Chairman, seconded by Phil Green and carried unamimously:

"That each of the Directors:

(a) Bryan Jackson          (e) Nigel Masters

(b) Philip Green)             (f) Andrew Neden

(c) Chris Brinsmead       (g) Craig Errington

(d) Martin Bryant            (h) Liz McKenzie

be re-elected as Directors of the Society"

4. Auditors

It was moved by the Chairman, seconded by Nigel Masters 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 members were asked to approve the Directors’ Remuneration Report by way of an advisory vote, which was not a legal requirement and the outcome was not binding on the Directors. However the Board considered it best practice to allow members to express a view on this issue).

It was moved by the Chairman, seconded by Chris Brinsmead (Chairman of the Society’s Remuneration Committee) and carried unanimously:

“That the Directors’ Remuneration Report for the year ended 31 December 2015 shown on pages 29 to 38 inclusive of the Summary Financial Statement and pages 34 to 47 inclusive Annual Report and Accounts be approved”.

6. Proxy Votes

Chairman - "I should add that the percentages in favour of all the resolutions were in the mid to high 90s in percentage terms and the members' endorsement is very much appreciated by the Society's Board.  We thank you for your support and continue the task of taking the Society forward on behalf of current and future policyholders".

As I mentioned previously, the Society will donate £1 to our chosen charity, the Birmingham Children’s Hospital, for each member vote, so a total donation of £7,150 in addition to the £55,000 already raised this year for this charity and following on from the £367,000 raised by colleagues, customers and suppliers over 2015, for this fantastic cause.”

(Details of votes, including proxy votes, to be disclosed on the Society's website - also attached hereto).

7. Questions from members

Following a question by a member present regarding whether the votes cast at the meeting would be counted towards the donation given to Birmingham Children’s Hospital, the Chairman confirmed that the total donation made would reflect the members present in addition to the proxy votes received.

8. Conclusion

Ladies and Gentlemen this concludes the Annual General Meeting.

The Chairman closed the meeting at 2.19pm.

Wesleyan Assurance Society Report and Accounts 2015 and the Wesleyan Summary Financial Statement are available to download in PDF format.

Voting Results (Proxies - 82,705 Members)

 Ordinary Business  For  Against  % In FavourWithheld
 1.  To receive the 2015 Report 
 and Accounts
 7,127  39  99.5 25
 2.  To confirm the appointment of  
 Tania Brisby as a Director
 6,987  143  98.0 61
 3.  To re-elect as Directors:      
 (a)  Bryan Jackson  6,987  145  98.0 59
 (b)  Philip Green  7,005  128  98.2 58
 (c)  Chris Brinsmead  6,993  136  98.1 62
 (d)  Martin Bryant  7,014  118  98.3 59
 (e)  Nigel Masters  7,013  120  98.3 58
 (f)  Andrew Neden  7,021  114  98.4 56
 (g)  Craig Errington  6.992  140  98.0 59
 (h)  Liz McKenzie  7.002  140


 4.  To re-appoint
  6,948  192   97.3 51
 5.  To recieve the Directors 
 Remuneration Report -  
 advisory note only (note I)
 6,763  331  95.3 97

 Totals - 2016 (Average)

 6,988 146 97.9 58

 2015 (Average)

 7,061  136  98.1 58

 2014 (Average)

 4,433  110  97.8 36

 2013 (Average)

 4.939  119  97.6 N/A

 2012 (Average)

 4,546  113  97.6 N/A

2011 (Average)

 4,540 119 97.4 N/A

2010 (Average)

 3,574 101 97.3 N/A
Note (I) The Remuneration Report response was 98.1% in 2015 and 97.6% in 2014.

Annual General Meeting 2016 - Minutes

Download the minutes from the 2016 Annual General Meeting

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'WESLEYAN’ is a trading name of the Wesleyan Group of companies.

Wesleyan Assurance Society and Wesleyan Bank Ltd are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Wesleyan Financial Services Ltd, Wesleyan Unit Trust Managers Ltd, Syscap Ltd, Practice Plan Ltd and DPAS Ltd are authorised and regulated by the Financial Conduct Authority.  Advice about investments, insurance and mortgages is provided by Wesleyan Financial Services Ltd.

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