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Minutes of the 8th Annual General Meeting

MINUTES OF THE 8TH ANNUAL GENERAL MEETING OF FIRST HERITAGE CO-OPERATIVE CREDIT UNION LIMITED HELD ON THURSDAY, SEPTEMBER 17, 2020 AT 2:00 P.M. AT THE JAMAICA CONFERENCE CENTRE 14 – 20 PORT ROYAL STREET, KINGSTON

1. ASCERTAINMENT OF QUORUM AND CALL TO ORDER

Having ascertained that a quorum was present, the Chairman, Mr. Balvin Vanriel, called the meeting to order at 2:00 p.m. and invited everyone to stand for the playing of the National

Anthem.

2. PRAYER

Prayer was off ered by Mrs. Karlene Simpson, Assistant General Manager - Operations and

Shared Services.

3. READING OF THE NOTICE OF THE MEETING

The Chairman then called on 2nd Vice Chairman, Mr. Edmund Jones to convene the meeting with the reading of the Notice. 4. WELCOME, OPENING REMARKS, APOLOGIES AND TRIBUTES The Chairman welcomed all members to the 8th Annual General Meeting (AGM) of the First

Heritage Co-operative Credit Union Limited and noted that, under normal circumstances, the AGM would have been convened from the second week in May. However, based on the advent of the COVID-19 pandemic the meeting was delayed. He implored members to maintain the protocols by keeping their masks on throughout the meeting. He encouraged them to cooperate with the established safety guidelines so that the meeting could be completed within two hours. The Chairman advised the meeting of the presence of representatives from the Ministry of

Health and Wellness who would be observing, to ensure that protocols were maintained.

He reminded members to use the microphones and noted that some participants would be presenting from their seats. He also shared the Wi-Fi access code for the meeting. The Chairman extended a warm welcome to those members utilizing the social media platforms provided and reminded them of the Abridged Version of the Annual Report containing the Minutes and some pages of the Financials. He noted however, that all members would have access to the full information as the tabling of Reports would also be viewed via PowerPoint presentations. He then pointed members to the Parliamentary Rules laid out in the Annual Report on pages 192 through to 195 which would be used to guide the meeting’s proceedings. The Chairman then introduced, by name and position, all Board and Committee Members as well as the Executives and Management Team present at the meeting.

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13 Minutes of the 8th Annual General Meeting

From the Board of Directors: 2nd Vice Chairman, Mr. Edmund Jones; Asst. Secretary,

Mrs. Tamara Francis Riley-Dunn; Treasurer, Mr. Kevin Forbes; Directors, Ret’d SSP Michael

James and Mr. Cranston Ewan.

From the Committees: Chairman, Mrs. Althea Daley of the Credit Committee; Ms. Clivia

Green and Ms. Shauna-Kaye Gordon of the Supervisory Committee. From the Executive and Management Team he recognized: Chief Executive Offi cer (CEO),

Ms. Roxann Linton; General Manager (GM), Finance and Treasury, Mr. Emil Williams;

Assistant General Manager (AGM), Retail Sales and Service, Mrs. Saint Beverley Tomlinson;

Assistant General Manager (AGM), Legal Aff airs and Corporate Secretary, Ms. Rene Gayle;

General Manager (GM), Human Resource Development, Mrs. Christine Bucknor; Assistant

General Manager (AGM), Operations and Shared Services, Mrs. Karlene Simpson; Chief

Internal Auditor, Mrs. Dennise Edmond-Hastings; General Manager (GM), FHC Investments

Limited (FHCIL), Mrs. Karlene Mullings and Assistant General Manager (AGM), Marketing,

Communications and Member Experience, Mrs. Juven Montague-Anderson. He thanked all present for attending, despite the pandemic and assured members of a good performance report for 2019. He noted that, with almost nine (9) months gone, the year 2020 was so far a very challenging one, but hastened to advise that he was confi dent that together we were weathering the storm. The Chairman noted that during the year a number of Members passed away, many of whom had served the movement faithfully. He guided the meeting to pages 196 and 197 to recognize those Members and asked for the observance of one minute of silence for those who had passed on since the last AGM. Chairman Vanriel then invited the Assistant Board Secretary, Mrs. Tamara Francis Riley-

Dunn to take the meeting through the Minutes of the last AGM, introduce any specially invited guests and tender any apologies for absence. The Assistant Board Secretary made welcome all specially invited guests: Miss Vera Marie

Lindo representing the Jamaica Co-operative Credit Union League (JCCUL) and Ms.

Sheryl Brown representing the Department of Co-operatives and Friendly Societies. She tendered apologies for those not physically present but were attending virtually. These were: Board Secretary, Mrs. Leodis Douglas; 1st Vice Chairman, Mr. O’Neil W. Grant;

Chairman of the Supervisory Committee, Mrs. Camelle Ricketts-Moore; Members of the

Credit Committee, Messrs. Donald Williams and Richard Ranger; and General Manager (GM) Credit Administration and Loan Risk, Mr. Quilston Harrison. 5. READING & CORRECTION OF THE MINUTES OF THE LAST AGM

Minutes of the 2019 AGM, located on pages 12 through to 37 of the full Report, having been previously circulated were taken as read on a motion moved by Member, Ms. Valrie

Smith, and seconded by Member, Mrs. Nadine Loauge-Clarke and carried. Page 14: Last line of 1st paragraph: Add: last name Smith to Denise. There being no further corrections to the Minutes, the motion for the confi rmation of the

Minutes was moved by Member, A. N. Harris Esq. and seconded by Member, Mrs. Althea

Daley and carried.

Minutes of the 8th Annual General Meeting

Assistant Board Secretary Riley-Dunn then handed over to the Chairman to address any matters arising from the Minutes. 6. MATTERS ARISING FROM THE MINUTES OF THE 8th AGM

The Chairman thanked the Assistant Board Secretary for the presentation and asked if there were any matters arising from the Minutes for discussion or further questions from the fl oor. There being none, the Chairman then proceeded to present a summary of the Board of

Directors’ Report located on pages 44 through to 47. He reminded members with the

Abridged Version of the Report to direct their attention to the PowerPoint presentation with the highlights. 7. BOARD OF DIRECTORS’ REPORT

The Chairman expressed his delight in presenting the highlights of the Credit Union’s performance and that of its Subsidiary over the fi nancial year ending December 31, 2019.

He noted that, based on several creative strategies that were implemented over the period, the following results were achieved: • A surplus of $273.44 Million, resulting in an increase of $31.99 Million or 13.25% over 2018. • An increase in the Credit Union’s accumulated surplus to $206.55 Million. • An increase in Total Assets by 11.83% which represents an increase of $13.66 Billion • An increase in the Loan Portfolio to $8.9 Billion, an increase of 10.70% or $859.70 Million

• Deposits stood at $10.57 Billion, representing an increase of 10.12% or $972 Million For the Subsidiary, FHC Investments Limited, the following results were achieved: • Net Surplus grew by $24.07 Million in 2019, up from $3.42 Million in 2018. • Bond Trading activities increased by approximately 12% over 2018; and • Funds under Management grew to $4.7 Billion with Return on Equity at 17.84%. The Chairman at this point reminded members of the challenges of 2020 and noted that the results may not be as exceptional as 2019. However, he assured the meeting that the team continued to use their best eff orts to ensure a profi table performance. For the FHC Retirement Scheme, the following results were achieved: • Total Assets stood at $1.41 Billion, representing an increase of $263 Million or 23% over 2018. • Members’ Contribution to the Retirement Scheme totaled $103.7 Million • Total membership stood at 4,691, an increase of 153 new members.

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15 Minutes of the 8th Annual General Meeting

He encouraged members to be a part of the Retirement Scheme which is in place to help them to prepare for retirement. For the FHC Foundation Limited: • A total of $1.33 Million was donated to 33 recipients in scholarships and bursaries and $900,000.00 was awarded to three (3) recipients in thentrepreneurial

Awards.

• The Annual Benefi t Performance with the University Singers was also held. The Chairman, on behalf of the Board of Directors, thanked all members for their continued support and loyalty to their Credit Union. He encouraged them to be proactive in speaking to a team member if they experienced fi nancial diffi culties before any delinquency occurred, as the role of their Credit Union is to satisfy all their needs as best as possible. He assured the members of his confi dence in the Management Team’s ability to continue to advance the strategic agenda and derive strong performance. Amidst a loud applause, the Chairman invited any questions or comments from the

Report of the Board of Directors. Member, Mrs. Althea Daley queried when the Bank of Jamaica (BOJ) regulations would be implemented. To this question, he called on the League’s representative to respond.

Ms. Vera Lindo informed the meeting that the date was still uncertain but that the activity was still in train. She added that there will be the implementation of the Credit Unions (Special Provisions) Bill as well as adjustments to the Co-operative Societies Act. She assured members that the League and the Credit Union were preparing themselves to be licensed.

Member, A.N. Harris Esq. queried of the Chairman whether the total enrolment of new members to the Retirement Scheme was 135 according to the notice or the 153 reported. The Chairman responded that this would be ascertained. He further sought the percentage of readiness of the Credit Union pending the implementation of the BOJ regulations, to which the Chairman responded that it was estimated to be about 95% ready. There being no further comments on the Report, the motion for the acceptance of the Board of Directors’ Report was moved by Member, Ms. Avis Chuck and seconded by Member, Mrs. Deanna Dixon-Reading and carried. The Chairman then invited the CEO, Ms. Roxann Linton, to present the Management Report. 8. MANAGEMENT REPORT

The CEO fi rst acknowledged all Co-operators and specially invited guests and thanked everyone for coming out to the 8th Annual General Meeting. She specially acknowledged the Board Chairman and all other members of the FHC Board; the Volunteers; the Executive

Team, Management, and Team Members; specially invited guests from the League and its member companies; the Department of Co-operatives and Friendly Societies; CUNA

Caribbean Insurance Jamaica Ltd.; other Credit Unions and Auditors, KPMG.

Minutes of the 8th Annual General Meeting

She expressed her appreciation to the members physically present as well as those who joined virtually. She noted that this new modus operandi could not have been imagined, but the world has changed in very unpredictable ways since the COVID-19 outbreak. She expressed gratitude to everyone for their cooperation and for ensuring that the business of the Credit Union was ongoing. She made note that the pandemic brought about an interruption in the usual FHC friendly greetings, however due to the masks being worn and physical distancing, team members have adopted the “thumbs up” approach in the branches. Despite the challenges with social distancing and the adherence to the Ministry of Health and Wellness protocols, team members continued to connect, engage and be present with members. She then asked for a motion that the Management Report be taken as circulated and read.

This was moved by Member, Mrs. Althea Daley and seconded by Member, Ms. Dawn

Williams and carried.

The CEO invited the meeting to share in the PowerPoint presentation, highlighting the continuation of the Credit Union’s transformation journey during 2019 She highlighted that with the combination of the best people, the right products and systems to fulfi ll members’ needs, an impressive surplus of $273.44 Million was achieved; a fi rst for the Credit Union representing an increase of 13.25% over 2018. She noted to the meeting that, not only did the Credit Union grow profi tably, but it also grew under prudent management. This, she indicated, was achieved through the disciplined approach taken to risk management, cost management and the development of its people. She added that with a strong capital and liquidity position, the Credit Union was able to remain resilient. This stellar performance was achieved through the blend of consistent execution of strategies, dedicated and committed team members, and the unwavering support of all members. The CEO continued that strategic priorities and purposeful execution guided the Credit

Union’s success. She informed the meeting that in 2019, the strategic focus was on deepening member relationships, people development, strong risk culture and the continuous pursuit of operational excellence. The CEO gave recognition to the Member At

The Centre philosophy, which inspired the team to deeply focus on the members’ fi nancial well-being. She noted that during the year, the Credit Union continued to develop its team members, its processes, and systems in ways that were instrumental in creating memorable experiences for the membership. This resulted in the development of tailored and innovative products to expand the fi nancial horizon of members. She made specifi c reference to the

“One and Move Taxi Loan” which supported the realization of entrepreneurial ambitions for over 360 members who now own and operate their taxi service. This product proved to be very successful Credit Union to increase its loan disbursement performance to $4.81 Billion for the year. The CEO highlighted the “Grow It Campaign” which was another ongoing initiative that focused on encouraging the members to build consistent thrifty habits through savings.

This contributed to an increase in the Credit Union’s deposit base by 10.12% to $10.57

Billion.

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17 Minutes of the 8th Annual General Meeting

Relative to the Member Engagement activities, the CEO noted that the following contributed to the advancement of the communities in which we serve:

1. Expansion of the Civil Servants of the Year Awards Programme to include awards to three (3) Civil Servants 2. Hosting of Credit Union Week activities across the branch network 3. Execution of the FHC Christmas Show, and a Fitness Revolution Party 4. Christmas Children’s Treat hosted in the Lawrence Tavern Community for the benefi t of members, their families, and friends 5. Implementation of the Member Assistance Programme which was geared specifi cally to render support and encouragement to members who may be going through fi nancial diffi culties since the onset of the pandemic. 6. Implementation of innovative ways to keep members on TRACK representing,Truth,

Resilience, Action, Control and Knowledge. The CEO reiterated that the success was made possible by the Credit Union’s talented Team

Members who continue to earn the Members’ trust. They executed on the strategies and are committed to continue to focus on building a culture of high performance, continuous improvement and kindness. She noted that learning and development interventions were commissioned, resulting in further development of the FHC leaders, and security and fraud awareness heightened, especially in an environment of increasing security threats. The risk culture of the Credit Union continued to receive focus through the bolstering of the risk management frameworks to better manage the increasingly complex risks that face the

Credit Union.

Relative to Information Technology, the CEO reported plans were afoot to modernize the systems and this resulted in the execution of a contract with SMART Solution for the upgrade of the core banking system. She advised that there would be implementation over the next 18 months and an acceleration of plans to digitize operations. Moving beyond 2019, the CEO reiterated confi dence in the road ahead. She advised that the Credit Union was well-positioned to manage the COVID-19 economic challenges as was refl ected in the strong capital and liquidity ratios. She noted that one key area to be strengthened during the last quarter of 2020, was the need to serve the members in new and better ways through the Access Plus Debit Card. This card would be upgraded to include a wide variety of features such as: • Greater provision of security from fraud; • Access to internet banking and bill services through Paymaster; • Direct salary deposits and transfers; • Ability to use the card internationally;

Minutes of the 8th Annual General Meeting

• Ability to conduct remittance service; and • Facilitate interconnectivity and access to members’ funds across all Credit Union locations island wide.

She assured members of the continued support of The Jamaica Co-operative Credit Union

League through the area of project management. She advised them that within the next few months they should look out for communication regarding the upgrade of the debit cards. In closing, the CEO thanked all Members for remaining loyal to their Credit Union, for their unwavering support and for feedback given throughout the year. She also thanked them for the many referrals made to other family members and friends as the Credit Union seeks to strengthen its position. She expressed gratitude to the Board of Directors and Volunteers for their steadfast commitment in making the institution better. To the FHC Team Members, she extended thanks for their stellar contributions throughout 2019 and for remaining committed to the task each and every day. Amidst the applause from the meeting, she then asked for any comments or questions arising from matters raised in the Management Report. Member, Mrs. Althea Daley expressed commendations to the Management Team for the excellent work done and for surpassing the previous years’ performance. She congratulated the team for the eff ort expended in making FHC an outstanding Credit Union. There being no further comments or questions, the motion was moved for the adoption of the Report by Member, Ms. Avis Chuck and seconded by Member, Ms. Fay Parkinson and carried.

The Chairman thanked the CEO for her presentation. He then asked for a motion for the Auditor’s Representative, Ms. Rochelle Stephenson to read the opinion rather than the entire Auditor’s Report. The motion was moved by Member,

A.N. Harris Esq. and seconded by Member, Mrs. Nadine Loague-Clarke and carried. 9. AUDITOR’S REPORT

KPMG Representative, Ms. Rochelle Stephenson thanked the Chairman and invited the meeting to turn to page 73 of the Annual Report representing the Opinion presented in relation to the audit of the fi nancial statements.

She stated that the audit was conducted on both the Financial Statements of the Credit

Union as well as the Consolidated Financial Statements of the Credit Union and its

Subsidiary, set out on pages 77 through to 162 which comprised the Group’s and Credit

Union’s statement of fi nancial position as at December 31, 2019. It also included the

Group’s and the Credit Union’s Statement of Surplus or Defi cit and Other Comprehensive

Income, Changes in Equity and Cash Flows for the year then ended and notes, comprising signifi cant accounting policies and other explanatory information. She outlined that the Opinion accompanying the fi nancial statements gave a true and fair view of the fi nancial position of the Credit Union and the Group as at December 31,

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19 Minutes of the 8th Annual General Meeting

2019, as well as their Cash Flows for the year then ended in accordance with International

Financial Reporting Standards (IFRS), and the Co-operative Societies Act. 10. TREASURER’S REPORT

Treasurer, Mr. Kevin Forbes thanked KPMG’s Representative, Ms. Rochelle Stephenson for going through the Opinion of the Auditors’ Report and thanked them for the time and eff ort spent each year in completing the audit on time. He then greeted the Members and proceeded for a motion that the Treasurer’s Report, which was presented in the Annual Report from pages 61 through to 69, having been circulated be taken as read. The motion was moved by Member, Mr. Robin Levy and seconded by Member, Ms. Clivia Green and carried. Treasurer, Mr. Forbes highlighted that, in furtherance of the Board’s and CEO’s Reports, where the results for the year were already outlined, he would be covering the performance of the Group, which comprises the Credit Union and its subsidiary, FHC Investments Limited Mr. Forbes expressed great pleasure at the fact that, yet again, in 2019 he was overwhelmingly pleased to report remarkable results based on his promise to deliver improved performance and value to the membership. He reported that total revenue for 2019 was recorded at 13.25%, an increase over 2018 or $273.44 Million, which was the highest in the history of the Credit Union. He continued by reminding members that last year’s report boasted a record performance, however for 2019 the Credit Union had once again exceeded its previous record. The Treasurer also reported that FHC Investments Limited performed well with a profi t of $24.07 Million compared to prior year’s $3.42 Million. He noted that a big contribution to the investment portfolio was the buoyancy in the stock market during the year, which resulted in the value of the investment increasing by 19.7% over the previous year. This combined performance resulted in an overall improved capital position, which enhanced the Credit Union’s ability to not only provide and grant loans, but to weather any economic storms and withstand any shocks that may arise. He stated that loan disbursements were quite robust and stood at $4.81 Billion but quickly added that it would be very diffi cult to achieve this kind of growth in this current market space. He remarked, however, that it was through the various strategic initiatives that were embarked on a few years ago which included: cost rationalization, team member development, investment in sales and promotional training, the writing of quality loans, and other initiatives, that led to the positive results that the Credit Union was experiencing. The Treasurer informed the meeting that the past due loan rate, whilst still not at the standards expected, moved down from 8.42% to 8.11%, a rate that should still be celebrated as a good one. He added that the strong performance by the Credit Union in such a very competitive market space, was driven primarily by signifi cant improvement in the revenue with an overall position increase of 7.1% or $120 Million. At the end of 2019, the Treasurer pointed out that the Credit Union’s Balance Sheet revealed that Total Assets increased by 11.83%, which he considered to be a tremendous

Minutes of the 8th Annual General Meeting

performance. Total Assets across the Group also showed growth of 11.95%. When compared to 2018, Total Assets for the Group moved from $12.30 Billion to $13.77 Billion. In his report on Net Loan Portfolio, the Treasurer reported that the Group’s Net Loans increased by 10.70%. Members’ Deposits and Shares, he noted, stood at $10.57 Billion or 10.12%, a substantial increase over the previous period. For this excellent performance he commended the Credit Union for listening to the Members and providing attractive interest rates and products that appealed to them. He made special mention of the ‘Grow It’ deposit initiative which served as a consistent source of capacity to lend and also to cushion the

Credit Union. The Treasurer reported that Net Interest Expense was at $215.09 Million or an increase of 14% over the previous period. The Operating Expense also increased, however, this was driven based on marketing activities and incentives aimed at growing our deposits. A look at the regulatory environment revealed that the Credit Union continued to maintain 100% compliance with the JCCUL’s requirements. Of note, was the fact that FHC continues to prepare itself for the BOJ supervision. Accordingly, at the end of the year,

FHC’s Regulatory Capital and Institutional Capital to Total Assets, stood at 11.97%, a signifi cant rate compared to the PEARLS and BOJ’s Ratio of 8% and 6%, respectively.

The Treasurer highlighted that this performance for 2019 justifi ed that the Credit Union was on a fi rm foundation which he reiterated was very strong for the institution to navigate the diffi culties envisaged for the months ahead in 2020. In concluding, the Treasurer summarized that 2019 was indeed a very good year; one that held the highest level of loan disbursements and surplus to date. It meant that the Credit

Union was in good stead with adequate capital and liquidity that were aligned with the benchmark requirements; and that the core business of the Credit Union remained vibrant.

He thanked Members for their commitment and encouraged them to continue to reach out to the Credit Union for help especially those who had been impacted by job losses. He noted that the team will continue its quest to fi nd ways to ease the fi nancial burdens. He then opened the fl oor for any questions or comments to the Treasurer’s Report. There being no comments or questions, the Treasurer asked for a Member to move the motion to adopt the Treasurer’s and the Auditors’ Reports. This was moved by Member,

Ms. Lillian Morrison and seconded by Member, Ms. Fay Parkinson and carried. At this point, the Treasurer presented the proposal to the Members for the Distribution of

Surplus, of $206 Million as follows: 1. A 4% dividend on all Permanent Shares as at the end of the year amounting to $12.4

Million; 2. $2.5 Million in Honoraria; 3. A total of $1 Million in donations through the FHC Foundation; and 4. Special allocation of $25 Million from the reserves to help with building the Institutional

Capital and to help with managing any shocks from 2020 and the COVID-19 pandemic. The Treasurer then asked for a motion to accept the proposal for the Distribution of Surplus

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21 Minutes of the 8th Annual General Meeting

which was moved by Member, Ms. Clivia Green and seconded by Member, Ms. Pauline Richards and carried.

11. MAXIMUM LIABILITY ALLOWANCE

The Treasurer explained to the meeting that, as was the custom, every year a maximum limit was set by the Membership representing the amount of liability the Credit Union could incur on its books without impairing its position. He then called for a motion to fi x the Maximum Liability of the Credit Union at 20 times that of its Share Capital. This was moved by Member, Ms. Avis Chuck, seconded by Member,

Ms. Monica Anderson and carried.

The Treasurer then thanked all members of the Team, the Board of Directors, and Volunteers who all made the 2019 performance of the Credit Union possible. He thanked Auditor, Ms.

Rochelle Stephenson, a Partner at KPMG for working with the FHC Team to meet the audit timelines despite the many challenges of the COVID-19 pandemic. Finally, he thanked the

Members and expressed appreciation for the support given throughout 2019 and beyond. The Chairman thanked the Treasurer for his presentation and used the opportunity to welcome the JCCUL’s CEO, Mr. Robin Levy to the meeting. He then invited Mrs. Althea

Daley, Chairperson of the Credit Committee to present the Committee’s Report. 12. CREDIT COMMITTEE REPORT

On behalf of the Credit Committee, Mrs. Althea Daley welcomed all to the meeting and extended apologies for the absence of Mr. Richard Ranger and Mr. Donald Williams. She noted the sterling performance of the Credit Union for 2019 and indicated that her Report would concentrate on the highlights of the loan performance over the period. She then asked for a motion that the Credit Committee Report be taken as circulated and read. This was moved by Member, Mrs. Saint Beverley Tomlinson and seconded by

Member, Mrs. Juven Montague-Anderson and carried. Mrs. Daley stated that there was excellent growth in the loan portfolio for 2019 despite the competition faced by the Credit Union, as the team was determined to meet the fi nancial needs of the Members. The Committee Chair noted that disbursements for 2019 stood at $4.75 Billion resulting in an increase of 13.10% or $1.21 Billion of the total loan portfolio. She added that the past due rate was quite remarkable, although not yet at the required standard. For Micro and Small Business Loan disbursements, Mrs. Daley reported a phenomenal performance with an increase from $300.70 Million in 2018 to a $670.30 Million in 2019, representing a 123% increase or $369 Million over 2018. She thanked the Members for working with their Credit Union to reduce the past due rate and encouraged them to continue to reach out to the Team Members if they fall on diffi cult times. She further thanked the FHC Team Members, the Board of Directors, the Supervisory

Committee and again the Members for all the assistance and support to the Credit Union. She then opened the fl oor for comments and questions.

Minutes of the 8th Annual General Meeting

There being no comments or questions, Mrs. Daley asked for a motion to accept the Credit

Committee Report. This was moved by Member, Ms. Lissan Lobban, and seconded by

Member, Mr. Stennett McLean and carried. The Chairman thanked Mrs. Daley and invited the Secretary of the Supervisory Committee,

Ms. Shauna-Kaye Gordon to present the Committee’s Report. 13. SUPERVISORY COMMITTEE REPORT

The Secretary, on behalf of the Members of the Supervisory Committee, extended greetings to all. She also expressed her commendations to the Management Team, the

Team Members, Board Members and Volunteers who made their contribution to the achievements of the Credit Union’s strategic objectives, resulting in the excellent reports tabled at the AGM.

She then asked for a motion that the Report be taken as circulated and read. This was moved by Member, A.N. Harris Esq. and seconded by Member, Mrs. Althea Daley and carried.

The Secretary highlighted the Supervisory Committee’s role of assisting the Board of

Directors in the discharge of its responsibilities, by providing oversight on aspects of the internal control systems through the internal audit function. She advised the meeting of the standing Members of the Committee which were comprised of Committee Chairperson,

Mrs. Camelle Ricketts-Moore, Ms. Jacqueline Roberts, Mr. Luke McIntosh, Ms. Geraldine

Wright and herself. She reported that there were eight (8) audits on the 2019 Audit Plan of which fi ve (5) were completed as at December 31, 2019; one (1) in progress for that period and two (2) were deferred to 2020.

She continued that the fi ve (5) that were completed represented: Loans and Security

Management; Anti Money Laundering and the Counter Financing of Terrorism for the year 2018; Human Resource Management; Information Technology; General Control Follow

Ups; and Back Offi ce Operations Process and Management. She also reported that the

FHC Investments Limited Operations Management Audit as at December 31, 2019 was in progress, but noted that it was almost complete. The Secretary of the Committee also noted that the Liquidity Management and the Anti

Money Laundering and Counter Financing of Terrorism Compliance for the year 2019 were deferred to 2020. She highlighted that special investigations continued to be a major activity for the Internal Audit Department and given its sensitive nature, this activity was treated as priority. She reported that 20 special investigation audits were conducted in 2019, an increase of four (4) over 2018. Under General Review, the Secretary pointed out that bank reconciliations were examined and cleared appropriately. She advised that the Supervisory Committee was satisfi ed with the eff orts made to collect and regularize outstanding loan balances from Staff , Volunteers and Connected Parties.

The Secretary then expressed thanks to the Nominating Committee; the Members of the Credit Union for appointing them to serve in such an important capacity; the Management and Team Members; the Internal Audit Department and the Board of Directors, for their

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excellent work over the past year. She then opened the fl oor for comments and questions. Member, A.N. Harris Esq. queried the meaning of Connected Party. Ms. Gordon responded that Connected Party are persons who are connected by relationship to the Credit Union such as FHCIL would be a Connected Party because they are a Member of the Group.

In addition, Chairman Vanriel further added that Volunteers, spouses or immediate family members are also considered as Connected Parties and that their aff airs are monitored accordingly. Member, A.N. Harris Esq. noted that he was satisfi ed that eff orts were being made to regularize and collect outstanding loan balances from Staff , Volunteers and

Connected Parties.

Member, A.N. Harris Esq. further queried how complaints from members were dealt with.

Ms. Gordon responded that a process was in place where complaints were referred to

Internal Audit Department for special investigations. Member, A.N. Harris Esq. queried whether the Supervisory Committee was satisfi ed with the special investigations conducted by the Internal Audit Department to which Ms. Gordon responded yes. She noted that the Committee obtains a monthly report relative to work conducted, the fi ndings of the investigations and the actions taken by Management. There being no further comments or questions, Ms. Shauna-Kaye Gordon asked for a motion to adopt the Supervisory Committee Report. This was moved by Member, Ms.

Jean Gordon and seconded by Member, Mr. Robin Levy and carried. Chairman, Mr. Balvin Vanriel thanked Ms. Shauna-Kaye Gordon and invited the Chairman of the Nominating Committee, Mr. Edmund Jones to present the Nominating Committee’s

Report. 14. NOMINATING COMMITTEE REPORT

The Chairman of the Nominating Committee, Mr. Jones greeted the Members and prior to proceeding with the report, explained to them the role of the Committee as set out in accordance with the provisions of Article XIV, Rule 59 of the Rules of the FHC Credit

Union. He then introduced the Committee Members as Mr. Richard Picart, Member

Representative; Ms. Roxann Linton, Staff Representative and himself, Mr. Edmund Jones,

Committee Chairperson. He then asked for a motion that the Nominating Committee Report be taken as circulated and read. This was moved by Member, Mrs. Dennise Edmond-Hastings and seconded by

Member, Mrs. Christine Bucknor and carried. He informed the Members that under consideration were the vacancies created by the retiring Volunteers from the Board of Directors, the Supervisory Committee and the Credit

Committee who all indicated their willingness to continue to serve. He reported that the term for Board Members: Mrs. Leodis Douglas and Messrs. Cranston

Ewan, Noel Francis and Balvin Vanriel had come to an end but that all Members had expressed their willingness in writing to continue to serve the Credit Union. The following persons were nominated to be elected to the Board of Directors.

Minutes of the 8th Annual General Meeting

BOARD MEMBERS

Mrs. Leodis Douglas

Mr. Cranston Ewan

Mr. Noel Francis

Mr. Balvin Vanriel TENURE (YEARS) 2 2 2 2

Mr. Jones noted that in relation to the Members of the Supervisory Committee all sitting members would be retiring at this AGM, namely: Mrs. Camelle Ricketts-Moore, Ms. Shauna-

Kaye Gordon, Mr. Luke McIntosh, Ms. Geraldine Wright and Ms. Jacqueline Roberts. He added that all the persons named indicated in writing their willingness to continue to serve. The Committee nominated the following persons to be appointed to the Supervisory

Committee:

SUPERVISORY COMMITTEE MEMBERS TENURE (YEARS) Mrs. Camelle Ricketts-Moore

Mr. Luke McIntosh

Ms. Geraldine Wright

Ms. Jacqueline Roberts

Ms. Shauna-Kaye Gordon 1 1 1 1 1

For the Credit Committee, Mr. Edmund Jones noted to the meeting that there were three

Members up for retirement. They were Mrs. Althea Daley and Messrs. Donald Williams and

Stennett McLean, who had all indicated in writing their willingness to continue to serve. The nominated Members for the Credit Committee were as follows

CREDIT COMMITTEE MEMBERS

Mrs. Althea Daley

Mr. Stennett McLean

Mr. Donald Williams TENURE (YEARS) 2 2 2

He then asked for any questions or comments from the Members. Member, A.N. Harris Esq. queried if the nominated Members indicated their willingness to serve in writing. Mr. Jones responded in the affi rmative. He further queried if records were in place to indicate so, again to which Mr. Jones responded in the affi rmative explaining that all retiring Volunteers were written to informing them of their retiring status and asked that they indicate in writing whether or not they were willing to continue to serve. This, he indicated, they did. There being no further questions or comments, Mr. Edmund Jones asked for the acceptance of the Nominating Committee Report. This was moved by Member, Ms. Claudette Baker and seconded by Member, Mrs. Nadine Loague-Clarke and carried. He then invited the representative of the Department of Co-operatives and Friendly

Societies, Mrs. Sheryl Brown to conduct the elections.

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25 Minutes of the 8th Annual General Meeting

15. ELECTION OF OFFICERS

Mrs. Brown greeted the Members and informed the meeting of her role as the representative from the Department of Co-operatives and Friendly Societies. She advised that in her capacity, she was responsible for conducting elections for the persons who were nominated to serve on the various committees and the Board.

Mrs. Brown reminded the Membership that, according to the Rules of the Credit Union, after the Nominees had been placed before the Members, additional nominations could be made from the fl oor. If there were no other nominations from the fl oor, then the persons who were nominated would be duly elected after receiving a mover and a seconder of the motion.

Mrs. Brown commenced with the election of the Board of Directors. She stated the names of the Nominees of the Board of Directors and asked for any other nominations from the fl oor. After the third call, and there being none, she asked for a mover and a seconder to duly elect the Nominees to serve on the Board of Directors. This was moved by Member,

A. N. Harris Esq. and seconded by Member, Ms. Karen Boland and carried. She added that in addition to the duly elected Nominees there were fi ve more Directors who would continue to serve on the Board. They were: Messrs: O’Neil W. Grant, Edmund

Jones, Kevin Forbes, Ret’d SSP Michael James and Mrs. Tamara Francis Riley-Dunn. Moving to the Supervisory Committee, Mrs. Brown, stated the names of the Nominees of that Committee, and asked for any other nominations from the fl oor. After the third call, and there being none, she asked for a mover and a seconder to duly elect the Nominees to serve on the Supervisory Committee. This was moved by Member, Ms. Rene Gayle and seconded by Member, Mrs. Althea Daley and carried. She then announced that those nominated had been duly elected to serve on the

Supervisory Committee for one (1) year. For the Credit Committee, Mrs. Brown, having stated the names of the Nominees, asked for any other nominations from the fl oor. After the third call and there being none, she asked for a mover and a seconder to duly elect the Nominees to serve on the Credit Committee.

This was moved by Member, Ms. Marie Radcliff e and seconded by Member, Mrs. Fay

Parkinson and carried.

She noted that in addition to the duly elected nominees, two (2) additional persons would be serving on the Committee to bring the number to fi ve (5). They were Ms. Clivia Green and Mr. Richard Ranger. Mrs. Brown then reminded the Board of Directors, the Supervisory Committee and the

Credit Committee that within ten (10) days of this meeting, they should meet, and select the

Offi cers to serve on the Executive. She also requested that a report with information such as

TRN, telephone numbers, and addresses concerning the Members be sent within 14 days to the Department of Co-operatives and Friendly Societies and any other relevant entities.

She ended her presentation by thanking the Members and wishing for all a continued productive meeting.

Minutes of the 8th Annual General Meeting

The Chairman thanked Mrs. Brown of the Department of Co-operatives and Friendly

Societies for conducting the elections and announced that they were now at Any Other

Business (AOB). 16. ANY OTHER BUSINESS

The Chairman opened the fl oor for Any Other Business or comments and invited the

Member from the Spanish Town Branch, who had previously raised a question to speak. Member, Mr. Keith Brown mentioned his plight of not being able to withdraw funds from his account due to system failures. He noted that when Members make their deposits, they get a manual receipt and questioned why a similar receipt was not issued for withdrawals as well.

He then asked if there was anything that could be done to accommodate their withdrawals when these issues arise. The Chairman responded that his point was noted, but despite the risk element, he would have the Team check to see what could be done. He then called on Ms. Roxann Linton, CEO to further expound on the matter. Ms. Linton highlighted the challenges being experienced, such as the pilfering of cable wires and its impact on Flow, the service provider. These issues she noted, interrupt the

Credit Union’s operations which further impact the Members. She extended apologies for the disruptions encountered and assured the Members that the team would fi nd ways to ensure a better experience during those times of disruption. Member, Mrs. Nadine Loague-Clarke from the St. Thomas Branch mentioned that it was the third time that she was attending the AGM where her name could not be found on the registration system. She noted that she was not the only person experiencing this and stated that other Members said other persons had registered in their names. Mrs. Loague-

Clarke asked if this was possible. The Chairman responded that he was not sure what the challenge could be, but noted that Management would look into it. Member, Ms. Ethel Lyons commended the Team Members at the Spanish Town Branch who assisted her in conducting a withdrawal from her account, when she was in need of urgent funds as she did not have her original ID. She noted that she joined the Credit Union in 1972 and would never give up on it as the workers are good people and she wanted it on record. The Chairman thanked Ms. Lyons for her commendation. Member, A. N. Harris Esq. sought clarity from Mrs. Nadine Loague-Clarke concerning the question of someone registering in her name, to which she responded no. The Chairman also responded that Mrs. Loague-Clarke was only sharing what she had overheard.

Member, A. N. Harris Esq. stated that this situation reminded him of an incident that was reported two (2) years ago that Members were registering twice. Member. A. N. Harris Esq. mentioned that the Credit Union had promised him two (2) years ago, that consideration would be given for him to park closer to the meeting area. The

Chairman noted that it would be looked into.

There being no further questions or comments, the Chairman thanked everyone for coming out to the Meeting, despite the pandemic and thanked them for their support. At this juncture, the Chairman advised the Meeting that this would be his last year as Chairman

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27 Minutes of the 8th Annual General Meeting

of the Board of Directors, in keeping with the term limit of three (3) years as outlined by the

Department of Co-operatives and Friendly Society. As the Meeting came to a close, the Chairman invited Mrs. Juven Montague-Anderson to share the safety measures which were put in place for the departure from the venue. The

Members were reminded of the safety protocols and given instructions as they exited the meeting on where to collect their meals and tokens. Mrs. Montague-Anderson noted that the Ministry of Health and Wellness was present at the meeting to observe and ensure that all protocols were being adhered to. There being no further comments, the Chairman called on Director, Mr. Cranston Ewan to move the Vote of Thanks.

17. TERMINATION

Subsequent to the Vote of Thanks and there being no further matter for discussion, the meeting was terminated at 4:08 p.m.

_______________________ Tamara Francis Riley-Dunn

Secretary, Board of Directors

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