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TWENTy second Annual General MeetingAgenda
for Meeting of Members of the Institute to be held at the Durban International Convention Centre 45 Bramfischer Street (previously Ordnance Road) Durban On Monday, 27 July 2009 at 17H00 1. NOTICE AND CONSTITUTION OF MEETING 2. PRESIDENT’S REPORT 3. TO NOTE THE MINUTES OF THE TWENTY FIRST ANNUAL GENERAL MEETING OF THE INSTITUTE HELD ON 26 AUGUST 2008 See minutes attached. 4. TO RECEIVE THE BOARD’S REPORT FOR THE YEAR 2008/9 5. TO RECEIVE THE INSTITUTE’S AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2009 6. NOMINATION / ELECTION OF BOARD MEMBERS To be discussed. 2009 Board election report and results to be presented by EISA (appointed independent electoral committee). Newly elected board to be presented to members. 7. TO APPOINT AUDITORS FOR THE ENSUING YEAR The present auditors are CAMELSA, Chartered Accountants. 8. TO TRANSACT SUCH OTHER ORDINARY BUSINESS AS MAY BE TRANSACTED AT AN ANNUAL GENERAL MEETING 9. QUESTIONS AND DISCUSSION 10. APPRECIATION
INSTITUTE OF RETIREMENT FUNDS OF SA
Minutes of the Twenty First Annual General Meeting
Of Members held in the Durban International Centre, 45 Ordnance Road Durban on Tuesday, 26 August 2008 at 14h10
PRESENT: Mr Greg Morris – President IRF Board Members Representative of IRF Membership
IN ATTENDANCE: Ms Ruwaida Kassim, Acting Director
1. WELCOME
The Twenty-First Annual General Meeting of the Institute of Retirement Funds was opened by the Chairperson, Mr Greg Morris at 14h10.
He welcomed Mr Oliver Chikweshe the representative auditor from Camelsa Chartered Accounts. Camelsa Chartered Accounts conducted the Institutes 2007/2008 Financial Year audit.
2. NOTICE AND CONSTITUTION OF MEETING
It was noted that notification of the meeting was duly given to all IRF members and thus the constitutional requirements pertaining to convening the meeting were met.
The Chairperson noted that the quorum requirement for constituting the meeting was satisfied. It was noted that there was more than 50 IRF members in attendance and the meeting was declared open.
3. PRESIDENT’S REPORT
3.1 Herewith are highlights of the Presidents Report. The full report is available on www.irf.org.za
IRF Transformation:
1) Transformation into two representative bodies remains the key internal issue of the moment. 2) The IRF is not yet in a position to complete the transition into separate ‘non-trustee body’ and ‘retirement funds’ bodies. As the board of the IRF, it is essential that it determines the financial sustainability of both bodies before splitting. 3) Questions still remain regarding the financial sustainability of a “trustee” only body. Until the IRF can be satisfied that the split would not result in the establishment of a financially unsound body to represent retirement fund trustees, it is not responsible to complete the transformation on the originally anticipated basis. 4) The IRF continued to engage National Treasury and the FSB who encourage the establishment of a trustee voice. 5) The rationale for two voices remains intact and as valid as it was at the outset of the process. 6) A platform for retirement fund trustee issues and representation will be created. Funding remains the key outstanding issue before this can be independent of existing IRF structures. 7) A compromise solution has been proposed by the board that will provide a trustee voice to operate within the IRF structures until such time as financial independence of trustees is certain. 8) The IRF board convened on 19 August to approve proposals for this AGM. 9) National Treasury and the FSB are assisting in a co-operative manner with the re-evaluation of a business plan for the IRFT with the emphasis on sustainability and funding. 10) IRF would continue to enjoy an excellent working relationship with the Budget Committee of Treasury and Nedlac in moving the process forward. 11) Similarly, the IRF would continue to inform and consult with the ASSA, the PLA, the LOA, IMASA, SAFSIA and other organizations. 12) For now the IRF will continue as before, to provide a valuable function for the remaining period of the transition. 13) The various committees will continue to function in their umbrella role for all stakeholders and most members of the IRF board will also continue in their positions until the final conclusion of negotiations.
Perspective on transformation of the sector: NSSS:
The Chairperson noted that in his opening address he gave perspectives on the proposed new NSSS and the transformation of the sector that were controversial and needed the resolution. This included the following:
1) Theft of monies by Fidentia companies from the Living Hands Trust and how best the proposed new ‘beneficiary funds’ should be regulated. 2) Nominee companies can no longer be regarded as vehicles in which trust monies can be safely placed following the decisions of the courts allowing the curators of the Ovation companies to levy curator’s fees against pension monies when the funds involved are not themselves under curatorship. 3) Joint venture arrangements between housing finance providers and fund administrators. 4) The unilateral decision by a long-term insurer a few years ago to change the asset allocation strategy for its own with-profits annuity portfolios. 5) In these circumstances it cannot be said with confidence that the sector has ‘put its house in order’ although many individual participants have.
Conclusion:
In conclusion, the Chairperson expressed his gratitude to the IRF membership, the board and secretariat for their support during this difficult time. He also stated that he is honoured to have had the opportunity to lead the organization during this period of time. He wished the board and members all the best for the future.
3.2 Proposals and Resolution
The following proposals were put to members:
Members accordingly voted in favour of these proposals and the IRF Board was given the mandate to proceed with the implementation of these proposals.
4. ADOPTION OF MINUTES OF THE TWENTIETH ANNUAL GENERAL MEETING OF THE INSTITUTE HELD ON 10 SEPTEMBER 2007
The minutes were adopted as a fair reflection of what transpired at the previous AGM.
5. ADOPTION OF MINUTES OF THE SPECIAL GENERAL MEETING OF THE INSTITUTE HELD ON 15 APRIL 2008
The minutes were approved as a fair and true reflection of what transpired at the SGM.
6. TO RECEIVE BOARD’S REPORT FOR THE YEAR 2007/8
Annual report was distributed to membership at the conference and is available on the IRF website on www.irf.org.za.
7. TO RECEIVE THE INSTITUTE’S AUDITED FINANCIAL STATEMENT FOR THE YEAR ENDED 31 MARCH 2008
Mr. Johann Grobler, Chairman of the IRF Finance Committee presented the 2007/2008 IRF Financial Report to members. It was noted that the auditing firm appointed by the Board to conduct the audit was Camelsa Chartered Accounts. It was further noted that Camelsa is a BEE accredited auditing firm. Attending the AGM on behalf of Camelsa was Oliver Chikweshe who was also welcomed to the meeting.
Mr. Grobler highlighted that the 2007/2008 financial report was unqualified as opposed to last year. It was noted that the 2006/2007 financials were qualified as a result of the previous years balances being incorrect. Mr. Grobler thanked Abe Bekker, IRF Finance Officer, for his efforts in “cleaning up” the IRF finances.
Mr Grobler took the meeting through the income and expenditure statements. It was noted that in terms of income there was a surplus of R 917,756 and that the conference remained an important income generator for the IRF.
In terms of expenditure, it was noted that the conference was the single largest budget expense followed by employee costs. Mr. Grobler explained that employee costs increased, despite there being no expansion within the secretariat. The reason for the increase was that the CEO was on maternity leave and a replacement was appointed to fill this role during this period.
Mr. Grobler noted that in terms of the IRF’s total current assets, the IRF’s bank balance is stable.
At this point Mr. Grobler opened the floor for questions pertaining to the financial report presented.
1) Question: A member requested a breakdown of all income in future reports. He also requested that the conference fee to members be reduced as funds also pay membership fees. He also emphasized that the IRF should be self sufficient and not reliant on conference income alone.
Response: Mr. Grobler noted income as follows before expenditure: Membership fees R822 000.00
Delegate fees 2,6 mil Conference Sponsors 1,8 mil
Mr. Grobler also noted to request auditors to breakdown on next year’s finances.
2) Question: A member queried why magazines, books and periodicals expenses increased from R3000 to R9000.
Response: Mr. Grobler stated that the new auditors decided to reallocate certain expenses through specific items where applicable. He gave an example of travel costs which previously included conference travel but is now reallocated as a conference cost.
3) Question: A member requested clarification on the reference to supplementary information set out on page 13.
Response: Mr. Grobler stated that this was the abbreviated version of financials. He clarified that there was no supplementary information and that this was a general statement made by the auditors. It did not refer to anything specific.
4) Question: It was requested that the financials be sent out before the conference.
Ruwaida Kassim confirmed that the abbreviated versions of financials were distributed to the membership.
It was noted that not everyone may have received these. A member suggested that IRF utilize alternative communication channels in order to communicate effectively with members as some trustees do not have internet access.
8. NOMINATION/ELECTION OF BOARD MEMBERS
The Board would continue to co-opt members to the Board until a 50/50 representation of both trustees and service providers. It was noted that new Board members will be nominated in March 2009 as per proposals mentioned earlier in Chairman’s speech.
9. RE-COMPOSITION OF IRF BOARD OF MANAGEMENT/TRANSITION STEERING COMMITTEE
As per proposals ratified. See 3.2 above. The board to attend to constitutional changes necessary in order to put the decisions taken into effect.
10. TO APPOINT AUDITORS FOR ENSUING YEAR.
Members ratified the appointment of Camelsa Chartered Accountants as proposed for the 2008/2009 financial year. 11. TO TRANSACT SUCH OTHER ORDINARY BUSINESS AS MAY BE TRANSACTED AT AN ANNUAL GENERAL MEETING
12. QUESTIONS AND DISCUSSION
1) Question: What is the role of Nedlac at IRF and when were they elected unto IRF Board?
Response: Nedlac’s involvement followed the mandate from the FSB/NT to transform the industry. There were then discussions with the FSB and National Treasury on how to create broader inclusiveness of members of retirement funds that were not IRF members at the time. It was recommended that the IRF utilize structures within Nedlac in order to facilitate the transformation process.
As a result Herbert Mkhize from Nedlac was invited onto the IRF Board. The IRF Board then, decided to co-opt trustees from different trade unions; namely; Cosatu, Nactu, Fedusa and lastly Community representatives for additional input. Once this was achieved the facilitation role of Nedlac was no longer necessary.
2) Question: It was recommended that in future the AGM be held on the first day of the conference for better attendance.
Response: The Conference committee and board to consider this for next year.
3) Question: A member raised that the Board needs to present proper recommendations in advance of the meeting in order for members to digest what is being said. Members further observed that there was insufficient evidence of the Board’s collective engagement on issues proposed.
Response: The Chairperson noted that the Board last met on 19 August 2008 which he agreed was insufficient time for engagement. He agreed that the Board should meet earlier next year in order to discuss any recommendations that may need to be put to members.
4) Question: What contribution or value do big funds add to the Board?
Response: It was noted that there are currently two large funds; Iscor and Mine Workers Provident Fund, being represented at the IRF Board. The Board envisages more of the large funds would be co-opted during next year’s elections process. The Chairperson further noted that small funds are currently also under-represented at the Board level. He encouraged smaller funds’ involvement in next year’s election. 13. APPRECIATION
The Chairperson thanked all members that have attended the conference. It was noted that the conference was successful and had 1300 delegates. He also thanked the following: (i) All members; (ii) The guest speakers; (iii) Conference organizers; Ruwaida Kassim and IRF staff; (iv) Johann Grobler and Finance Committee; (v) All sponsors and lead sponsor Alexander Forbes; (vi) Showgroup and Nicky Dewar; (vii) Board members as well as Nedlac constituency; (viii) Trustees as it was noticed that the number of attendance increases every year; (ix) He also thanked the presence of Oliver Chikweshe from Camelsa Chartered Accountant. Johann Grobler acknowledged and thanked Mr Greg Morris for his leadership role in the past four years as this was his last AGM and will be resigning as the Chair of IRF Board.
He also thanked Abe Bekker for his role in updating IRF financial as it was noticed that since 2006 debtors have decreased.
SIGNED AS CORRECT THIS THE…………..DAY OF…………………………………2008
CHAIRPERSON
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