YOUR VOTE MATTERS
Please join us from the safety and comfort of your home at 4pm on Tuesday March 1st 2022 for our 3rd Annual and Special General Meeting of the Members. Our virtual event includes an election of directors and proposed by-law changes. Registration information is available HERE. Be sure to have your policy number handy to validate the voting process.
U will receive Zoom details via email and a separate notice with voting instructions by February 28th.
2022 ANNUAL & SPECIAL GENERAL MEETING
TAKE NOTICE that the 3rd Annual and a Special General Meeting of the Members of Nova Mutual Insurance Company will be held on the 1st day of March 2022 at 4:00 p.m. For the purposes of holding the 2022 Annual and Special Meeting, given advice of public health authorities and Orders under the Emergency Management Act resulting from the COVID-19 pandemic, the Meeting will be conducted electronically. Members wishing to attend the Meeting must pre-register with connection details posted on novamutual.com.
PURPOSES:
- To receive and approve the minutes of the March 1, 2021 Annual General Meeting;
- To receive and consider the annual financial statement for the year ending December 31, 2021 and approve the Auditor’s report thereon;
- To appoint the Auditors for 2022 and authorize the Board to set their remuneration;
- To elect three Directors for three-year terms and one director for a two-year term;
- To confirm the resolution passed by the Board on February 3, 2022, that the location of the head office of the Corporation be changed from Simcoe, Ontario to Jarvis, Ontario;
- To confirm, with such amendments as may be made at the Meeting, those amendments to the Company’s By-law 1 – 2019 (which Bylaw relates generally to the governance of the Corporation) passed by the Board of Directors on February 3, 2022. A summary of the substantive amendments follows.
The Meeting materials, including the 2021 audited financial statements and the complete text of By-law 1 – 2019 as amended, are available on the Corporation’s website as of February 7, 2022. A copy of the annual financial statement or the complete By-law 1 – 2019 may be obtained by sending a written request to the Corporation’s Head Office at least 14 days before the Meeting.
ELECTION OF DIRECTORS
On the recommendation of the Nominating Committee, the Board of Directors has approved the following nominees for election to the Board of Directors. All nominees submitted their Notice to seek election in accordance with the applicable legislation and Nova Mutual By-law 1-2019.
Additional Candidates Seeking Election:
Although not recommended by the Nominating Committee at this time, nor an approved nominee of the Board of Directors, Mr. Wagner, as an eligible candidate, has indicated his intention to seek election under the provisions of the Nova Mutual By-law 1-2019 and has satisfied the required Notice in the bylaw in this regard.
NOMINATION PROCESS
Applications are received by the Board appointed Nominating Committee to fill positions that will become vacant as a result of term completions at the 2022 Annual General Meeting or to fill the unexpired term of a vacancy. It is the fiduciary duty of the Committee to act in the best interest of Nova Mutual by recommending nominees for election that possess the required competencies and will create a well-rounded, diverse, skills-based Board of Directors. A comprehensive assessment process was followed by the Nominating Committee for all candidates, including incumbent Directors, consisting of the review of individual skills self-assessments, the scoring of applications and C/Vs, and formal competency-based interviews. In selecting the nominees, the Committee considered the current board skills composition and potential gaps. As a result of this process, there was unanimous agreement of the Nominating Committee, and the recommended nominees for election at the 2022 AGM were approved by the Board. A copy of the comprehensive assessment process followed by the Nominating Committee in recommending nominees for election as directors will be provided upon request.
By order of the Board of Directors
Gary Anderson, CIP CFEI CAL1
Corporate Secretary
SUMMARY OF AMENDMENTS TO GENERAL BY-LAW
(The numeric references herein correspond with the section numbers of the General By-law)
2. Head office changed to Jarvis, Ontario.
19(b). Introduction of Directors tenure – limited to 12 years unless otherwise determined by the Board.
19(c). No separate election is to be held to fill an interim vacancy on the Board. If an election is to be held, all positions will be filled in the same election.
20. A plaintiff in a lawsuit with the Corporation is not eligible to act as a director. Only persons nominated in accordance with Corporation’s nomination policies are eligible to be a director.
24(a). Removed intention, post amalgamation, that Nominating Committee composition represent the different market areas of the Corporation.
24(b). Nominees for election as directors will be subject to the Corporation’s nomination policies and process.
24(c). In considering nominees, the Nominating Committee will also consider gaps in the Board competency profile.
24(e). Persons recommended by the Nominating Committee and approved by the Board will be the nominees eligible for election to the Board.
28. Procedure for acclaiming or electing directors at the Annual Meeting outlined.
41. The Board shall constitute an “Audit Committee” and a “Conduct Review Committee” and may establish an Executive and other Committees.
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