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RESOLUTION FOR THE DISTRUBUTION OF SURPLUS AND FIXING OF MAXIMUM LIABILITY 171
REPORT OF THE SUPERVISORY COMMITTEE for your ended DECEMBER 31, 2023 THE COMMITTEE The following persons were duly elected to serve on the Supervisory Committee for the period under review January through December 2023. Their attendance at meetings during the year under review is shown hereunder. Two committee members only attended one meeting in the review period as the 2023 AGM was held in December: SCOPE OF WORK The Committee has functional responsibility for the oversight of governance, risk management and internal control activities of the Group and is therefore not directly responsible for the performance of audit engagements. We, however, ensure that audits are properly planned and executed by the Group Internal Audit Department (GIAD) to mitigate the risks of the various companies in the JCCUL Group. For the year, the Audit Plan covered key risk areas in all the entities with Five (5) audits across multiple entities in the Group and Six (6) spot checks were completed. This represented a 96.5% completion rate of the original Audit plan. Factors which inhibited a 100% completion rate are: • Additional time assigned to two audits. • The nature and volume of the information to process the majority of the audit. • Clients did not provide the requested information in a timely manner. The status of implementation of audit recommendations remained a continued area of focus for the Committee, with one hundred and thirty-four (134) items, inclusive of those arising from legacy audits being tracked, versus 2022 (159). The result at year-end in this regard was that forty-two percent (42%) of these recommendations were implemented, or in the process of implementation. This contrasts with 2022 (81%). Implementing audit recommendations in a timely manner will help to ensure that the entities within the group not only conform to best business practices, but address issues that if not remedied, would negatively impact their operations and/or bottom line. The Committee will continue to monitor the remediation of the deficiencies identified via rigorous follow up procedures. Internal audit’s activities were performed in accordance with Internationally Accepted Auditing Standards and recommended risk assessment techniques 172
REPORT OF THE SUPERVISORY COMMITTEE for your ended DECEMBER 31, 2023 Legal and Regulatory Compliance Tests were conducted to review the level of compliance with the following Laws and regulations: • The Proceeds of Crime Act, 2007 • The Proceeds of Crime (Amendment) Act, 2013 • The Proceeds of Crime (Money Laundering Prevention) Regulation, 2007 • The Terrorism Prevention Act, 2005 • The Terrorism Prevention (Reporting Entities) Regulations, 2010 Tests were also conducted to review the level of compliance with League rules; Internal Policies and Procedures; International Financial Reporting Standards (IFRS); and Internal Controls in the following areas: • Intercompany Reconciliations • Operations of the Treasury Department • IT Audit – Operation of the Firewall • Internal Control governing Cumax’s products • Regulatory Compliance – AML/ CFT • Server rooms access • Security access card controls • Completeness of Deal Tickets • Completeness of Customer investment files and Procedures; International Financial Reporting Standards (IFRS); and Internal Controls in the • Intercompany Reconciliations • Operations of the Treasury Department • IT Audit – Operation of the Firewall • Internal Control governing Cumax’s products • Regulatory Compliance – AML/ CFT • Server rooms access • Security access card controls • Completeness of Deal Tickets • Completeness of Customer investment files 173
REPORT OF THE SUPERVISORY COMMITTEE for your ended DECEMBER 31, 2023 OBSERVATIONS The results of the audits performed indicate that governance structure is fair, while risk management and the overall system of internal controls remain weak. There is general adherence to established policies and procedures. However, there were notable concerns related to regulatory compliance with the requirements of the laws and regulations that govern the JCCUL Group’s operations as the external audits for all entities did not meet the required timelines. The Enterprise Risk Management for the Group remains in an infancy stage. Cumax needs a suitable comprehensive software solution which will efficiently and effectively address all its needs in the management of its mission and critical business activities, as there are risks associated with the Olympic software. While discussions continue to identify mitigating strategies, the Committee is concerned that until a comprehensive solution is fully implemented, Cumax remains exposed to a high level of regulatory, financial and reputational risk. ACKNOWLEDGEMENTS The Committee expresses its thanks to the Board of Directors, Group Internal Audit Department, Management and the Staff of the League, who have given us support and assistance during our term of service. Karen Robotham-Teape CHAIRMAN 174
NOMINATING COMMITTEE REPORT for your ended DECEMBER 31, 2023 In accordance with the provisions of Rule 33, the Board of the League appointed a Nominating Committee which comprised the following persons: Ms. Andrea Messam, JP Chairman/Board Member Ms. Janice Box Postal & Partners Credit Union Mr. Noel Francis F HC Credit Union Mr. Robert Ramsay JTA Credit Union Mrs. Celay Harwood-Gayle Palisadoes Credit Union The Nominating Committee reports as follows: BOARD OF DIRECTORS a) Directors retiring at this Annual General Meeting are: Peer Group Elections The following persons were elected by their peer groups: At Large Category The Committee nominates the following persons to fill the vacancies in the ‘At Large’ category: b) Directors retiring at the Annual General Meeting in 2025 are: 176
c) Directors retiring at the Annual General Meeting in 2026 are: d) Directors retiring at the Annual General Meeting in 2027 are: PROFILES - Board Member Nominees for the At Large Category Lambert S. Johnson - Gateway Credit Union Mr. Lambert Johnson is the Immediate Past President of the Jamaica Co operative Credit Union League and also Immediate past Chairman of CUMAX Wealth Management Limited. He served as President of Gateway Co-operative Credit Union and is currently a member of the Board. He also served as a Director of the Caribbean Confederation of Credit Unions. Mr. Johnson is a distinguished Attorney-at-law with over 20 years’ experience and is a former Crown Counsel in the Office of the Director of Public Prosecutions. He then entered private practice in 2005 and founded the firm Johnson & Company Attorneys-at-law where he has gained extensive experience and expertise in the areas of commercial law, company law, conveyancing, civil litigation, family law and criminal law. He is a past president of the Cornwall Bar Association. Mr. Johnson holds a Bachelors of Law degree from the University of the West Indies and a certificate of Legal Education from the Norman Manley Law School. He also obtained certification from the University of Technology Jamaica, as a Real Estate Salesman and Real Estate Dealer. Sheldon Graham - Postal & Partners Credit Union Mr. Graham possesses a wealth of expertise in Supply Chain Management, specializing in logistics, procurement, and project management. He engages in various societal affiliations and civic initiatives: Justice of the Peace (JP), a Board of Director (Assistant Treasurer of the Postal and Partners Co-operative Credit Union Limited (PPCCUL), Council Member of the Jamaica Civil Service Association (JCSA), Duke of Edinburgh Awards Gold award holder, a donor to the United Way of Jamaica and the Electoral Office of Jamaica (EOJ) since 2007. Mr. Graham has been the Manager of Local and International Mail Transport at Post and Telecommunications Department (Central Sorting Office) since 2013. He is currently pursuing a Master’s Degree in Logistics & Supply Chain Management at NCU and holds a Batchelor’s Degree in Management Studies from that institution. He has served as a volunteer of Postal and Partners Credit Union since 2012 and currently serves as Assistant Treasurer on the Board. NOMINATING COMMITTEE REPORT for your ended DECEMBER 31, 2023 177
SUPERVISORY COMMITTEE The members of the Supervisory Committee all of whom retire at this Annual General Meeting are: SSP Paulette Green Jamaica Police Credit Union Mrs. Karen Robotham-Teape Broadcast & Allied Credit Union Mrs. Mary Dick JTA Credit Union Ms. Andrea Graveney FHC Credit Union Mr. Barrington Hibbert NAJ & Health Services Credit Union The Committee nominates the following persons who have all indicated their willingness to serve: Mrs. Karen Robotham-Teape Broadcast & Allied Credit Union Mrs. Mary Dick JTA Credit Union Ms. Andrea Graveney FHC Credit Union Mr. Barrington Hibbert NAJ & Health Services Credit Union Ms. Nicola Reid Palisadoes Credit Union PROFILES- Supervisory Committee Nominees Karen Denise Robotham-Teape - Broadcast & Allied Services Credit Union Mrs. Robotham-Teape is a Financial Accounting professional with a record of accomplishment spanning twentynine (29) years. She is currently the Director of Finance and Administration at CPTC, responsible for overseeing the accounting function to achieve established objectives by ensuring that proper accounting records are maintained and financial goals are attained. She provides input for the development and implementation of policies particularly as they relate to revenue collection and other matters with financial implications. She also advises the CEO on issues relating to the effective administration of the agency and is seen as a highly creative, results-oriented and solution-focused individual. Mrs. Robotham-Teape has a Master’s in Business Administration - General Management from the University College of the Caribbean and an Associate of Science Degree in Business Management from the University of the West Indies, Mona (Second Class Honours). She is a Director on the Board of the Broadcast & Allied Services Credit Union. She has served on the League’s Supervisory Committee for three years. Mary Elizabeth Dick - JTA Credit Union Mrs. Mary Dick is currently the Assistant Group Human Resource Manager of the RJRGLEANER Communications Group and was formerly the Public Relations/ Marketing Officer and Assistant Manager, HR Services of the Gleaner Company (Media) Ltd. She has been Lecturer in Customer Relations and Collective Bargaining at the College of Insurance and Professional Studies; Manager, Marketing Operations; Assistant Manager, Agency Operations at Crown Eagle Life Insurance Company; Branch Administrative Assistant/Customer Service Representative at Jamaica Mutual Life Assurance Society; and teacher at Morant Bay High School. Mrs. Dick has a MBA (Finance, HR) from the University of Wales and Manchester Business School (UK); Fellow, Life Management Institute; Associate in Customer Service; Certificate in Project Management; Certificate in Education; Trained Teacher’s Certificate from Shortwood Teachers College, Diploma in Supervisory Management; Certificate in People Analytics (currently pursuing - Cambridge University). Mrs. Dick is currently the Chairman, Supervisory Committee of the Jamaica Teachers’ Association Co-op Credit Union Ltd and has been President and Distinguished Toastmaster with clubs within Toastmasters International, Jamaica; and Board Member-Junior Achievement Jamaica. She has served on the League’s Supervisory Committee for two years. NOMINATING COMMITTEE REPORT for your ended DECEMBER 31, 2023 178
NOMINATING COMMITTEE REPORT for your ended DECEMBER 31, 2023 Ms. Andrea Graveny - First Heritage Credit Union Ms. Graveny is an Attorney at Law with 10 years post qualification experience. Twenty years (20) prior experience as a paralegal and administrative assistant. Currently, Legal Officer at the Ministry of Agriculture and Fisheries, and a member of the First Heritage Co-operative Credit Union. She has served on the League’s Supervisory Committee for one year. Mr. Barrington Hibbert - NAJ & Health Services Credit Union Mr. Hibbert is a Director of the Credit Union and is currently the Treasurer and previously served on the Supervisory Committee. He holds a M.Sc. in Agricultural Economics and a Diploma in Management Studies from the University of the West Indies. He retired in 2021 from the Planning Institute of Jamaica where he worked for 32 years. His last position was Director of Sectoral Policy and Planning. He has served on the League’s Supervisory Committee for one year. Ms. Nicola Reid - Palisadoes Credit Union Ms. Reid has almost 30 years’ experience in the fields of finance, external and internal auditing, having served through the ranks of international auditing firm Deloitte & Touche, at the Airports Authority of Jamaica and at e-Learning Jamaica Company Limited where she is currently the Audit Manager. She holds a BSc. in Accounting, a Master of Science degree in Accounting (MSc) and is also a Fellow of the Chartered Accountants of Jamaica (FCA), Fellow of the Association of Chartered Certified Accountants (FCCA) Certified Fraud Examiner (CFE), Certified Internal Auditor (CIA), and Certified Information Systems Auditor (CISA). Ms. Reid has served on the Supervisory Committee of the Palisadoes Co operative Credit Union as well as JCCUL’s Supervisory Committee. Andrea Messam, JP, FCCA, FCA Chairman 179
WHEREAS the Jamaica Defence Force Credit Union Limited was registered on December 19, 1963, by service members of the Jamaica Defence Force; and WHEREAS the Credit Union which was first located at the Telephone Exchange on Camp (with only two rooms) had a total of 100 members who injected a total of Six Hundred and Sixty-Two Pounds, One Shilling and Six Pence (£662.16); and WHEREAS the first Annual General Meeting was held in January of 1964. Mr. Basil Williamson was elected as the first President, with Mr. Ervin Grey as Treasurer, Mrs. Cynthia Bruff as Assistant Treasurer and Ms. Joyce Marshall as Secretary; and WHEREAS in the year 1965, the Credit Union was awarded 3rd prize in the International Credit Union Day Celebrations Competition. These awards have paved the way for JDF Credit Union to be JCCUL 9 times Awarding Winning Credit Union of the Year; and WHEREAS Credit Union experienced a checkered history over its sixty (60) years of existence and has now built resilience and capacity to provide more and more opportunities; and WHEREAS the Credit Union developed and maintained an enviable reputation for providing financial services to over 12,000 members of which 90% are service members; and WHEREAS through the planned and implemented strategies of the volunteers, managers, and staff plus the lauded support of the members, the assets of the Credit Union grew to $3.4 billion at the end of 2023; and WHEREAS the Credit union is operated and accepted as the premier financial institution of the members; and the Credit Union is being positioned to continue being the financial partner to all its members. BE IT RESOLVED that the 83rd Annual General Meeting of the Jamaica Co-operative Credit Union League extends congratulations to the JDF Co-operative Credit Union for achieving this significant milestone of providing sixty (60) years of service to its members and for contributing to the growth of the overall Credit Union Movement. Moved by: Police Co-operative Credit Union Seconded by: Jamaica Defence Force Co-operative Credit Union Limited 60th Anniversary Congratulatory Resolution CONGRATULATORY RESOLUTION 180
WHEREAS Lt. Col. (Ret’d) Michael Anglin served in the Credit Union movement as a volunteer for over twenty-seven (27) years (1996- 2023) with the Jamaica Defence Force Co-operative Credit Union Limited as Credit Committee member with distinction for four (4) years (1996-2000) and twenty-three (23) years (2001-2023) on the Board of Directors in varying posts from the Assistant Secretary to President for several years; and WHEREAS under his guidance, the Jamaica Defence Force Co-operative Credit Union Limited has earned numerous awards, notably the Renford Douglas Award for (Large) Credit Union of the Year winner (2013, 2015–2019) and the Paul Thompson Credit Union of the Year (2011 & 2020); and WHEREAS under his leadership, Jamaica Defence Force Credit Union Limited has been recognized by JCCUL for Highest Solvency (2016-2022); Service Quality Award Runner-up (2016); Service Quality Award winner and CPD Online Top Performer (2018); and WHEREAS during his tenure, he instituted the JDF Y.E.S Scholarship Fund in 2007 which has since awarded millions in scholarships to our youth members. WHEREAS during his tenure on the Board of Directors, Jamaica Defence Force Co-operative Credit Union Limited grew from an institution with Total Assets of $107 million in 2001 to an institution with Total Assets of over $3 billion as at December 2023; BE IT RESOLVED that the 83th Annual General Meeting of the Jamaica Co-operative Credit Union League Ltd. salutes Lt. Col. Michael Anglin on his outstanding work and invaluable impact on the Credit Union Movement and on his retirement from Jamaica Defence Force Co-operative Credit Union Limited Board of Directors. Moved by: Jamaica Defence Force Co-operative Credit Union Limited Seconded by: Jamaica Defence Force Co-operative Credit Union Limited Lieutenant Colonel Michael Anglin CONGRATULATORY RESOLUTION 181
WHEREAS Mrs. Patricia Tomlinson served in the Credit Union movement as the General Manager for over fourteen (14) years (2006-2020) to the Jamaica Defence Force Co-operative Credit Union Limited; and WHEREAS under her leadership, the Jamaica Defence Force Co-operative Credit Union Limited has earned numerous awards, notably the Renford Douglas Award for (Large) Credit Union of the Year winner (2013, 2015–2019) and the Paul Thompson Credit Union of the Year (2011 & 2020); and WHEREAS under her stewardship, Jamaica Defence Force Credit Union Limited has been recognized by JCCUL for Highest Solvency (2016-2022); Service Quality Award Runner-up (2016); Service Quality Award winner and CPD Online Top Performer (2018); and WHEREAS during her term, Jamaica Defence Force Co-operative Credit Union Limited product offerings expanded to assist our member in attaining numerous financial goals from education to home ownership. WHEREAS under her leadership, the Jamaica Defence Force Co-operative Credit Union Limited management and staff fostered a culture of teamwork fueled by the spirit of camaraderie. WHEREAS during her tenure, Jamaica Defence Force Co-operative Credit Union Limited grew from an institution with Total Assets of $287 million in 2006 to an institution with Total Assets of over $2.9 billion as at December 2020 impacting over 12,000 members. BE IT RESOLVED that the 83rd Annual General Meeting of the Jamaica Co-operative Credit Union League Ltd. salutes Mrs. Patricia Tomlinson on her exceptional work and sterling contribution to the Credit Union Movement from Jamaica Defence Force Co-operative Credit Union Limited. Moved by: Jamaica Defence Force Co-operative Credit Union Limited Seconded by: Jamaica Defence Force Co-operative Credit Union Limited Mrs. Patricia Tomlinson CONGRATULATORY RESOLUTION 182
WHEREAS Dr Anthony Mclaughlin has been a dedicated member of the Jamaica Police Co-operative Credit Union Limited since 1991, providing notable and consistent service to the organization; and WHEREAS he serves with distinction as a director on the Jamaica Co-operative Credit Union League’s Board; and WHEREAS he has generously volunteered with the Jamaica Police Co-operative Credit Union Limited for over eighteen (18) years, and has been an influential member of the Board of Directors for more than twelve (12) years, serving in the key roles of Chairman and Treasurer; and WHEREAS under his exemplary leadership, the Jamaica Police Co-operative Credit Union Limited has reached significant milestones, including surpassing the 10 Billion Dollar mark in total assets, achieving 8 Billion Dollars in savings, and 6 Billion Dollar loans portfolio; BE IT RESOLVED that the 83rd Annual General Meeting of the Jamaica Co-operative Credit Union League Ltd. extends heartfelt congratulations to Dr Anthony McLaughlin for his outstanding contributions and achievements and expresses deep gratitude for his unwavering dedication and leadership. Moved by: Jamaica Police Co-operative Credit Union Limited Seconded by: National Honoree Dr. Anthony McLaughlin CONGRATULATORY RESOLUTION 183
WHEREAS Section 70 subsection (2) of the Rules of the Jamaica Co-operative Credit Union League (JCCUL) states: “The Board shall appoint a Stabilization Committee comprised of the President of the League, the first Vice President of the League, the Treasurer or Assistant Treasurer of the League, the Group CEO of the League, the CEO of the Credit Union Fund Management Company and two (2) other Board members. The Stabilization Committee shall be delegated the authority for management of the Stabilization Fund and shall answer to the Board at intervals to be determined, until such time as the Stabilization Fund is registered as a legal entity” WHEREAS notwithstanding the Rules indicating that it was intended that the Stabilization Fund be registered as a legal entity, the registration was not done nor was the requirement removed from the Rules over the years. WHEREAS there is no need to return to registering the Fund as a legal entity especially with the pending transition to Jamaica Deposit Insurance Corporation (JDIC) and dissolution of the Fund. WHEREAS the Credit Union Fund Management Company was rebranded Cumax Wealth Management Limited. BE IT RESOLVED that current Rule 70 subsection (2) be amended as follows: a) by replacing “Credit Union Fund Management Company” with Cumax Wealth Management Limited b) by deleting the section “until such time as the Stabilization Fund is registered as a legal entity” To read: “The Board shall appoint a Stabilization Committee comprised of the President of the League, the first Vice President of the League, the Treasurer or Assistant Treasurer of the League, the Group CEO of the League, the CEO of the Cumax Wealth Management Limited and two (2) other Board members. The Stabilization Committee shall be delegated the authority for management of the Stabilization Fund and shall answer to the Board at intervals to be determined., until such time as the Stabilization Fund is registered as a legal entity” TO AMEND RULE REGARDING THE STABILIZATION FUND RESOLUTION 184
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Annual General Meeting First official photo of the JCCUL Board shortly after AGM on December 9, 2023 at Sullivan Hall. Pictured, from left: Richard Hutchinson (Director), Patrick Smith (Assistant Secretary), Norris Gilbert (1st Vice President), Natalie Sparkes (Director), Lambert Johnson (Immediate Past President), Andrea Messam (President), Cranston Ewan (Assistant Treasurer), Anthony McLaughlin (Director), Hector Stephenson (2nd Vice President), Bornette Donaldson (Treasurer), and Martin Blackwood (Director). Missing are Alexander Bourne (Secretary), Sheldon Graham (Director), Desmond Pringle (Director), and Samuel Credit Union Awards Banquet Shelton (Director). Credit Union of the Year Paul Thompson (medium-sized) category winner, Portland Co-op. Pictured are from left Hector Stephenson (JCCUL) and Martin Blackwood. Credit Unions of the Year Father John Peter Sullivan (small-sized) category winner, Grace Co-op. Pictured are Hector Stephenson (JCCUL) and Makeda Scott. Credit Union of the Year Renford Douglas (large-sized) category winner, Jamaica Police Co-op. Pictured are, from left Lambert Johnson (JCCUL), Dwight Somers and Wray Palmer. Credit Union of the Year Awards Banquet was held on Saturday, June 3, 2023. Here are a few of the winners. Credit Union Week National Church Service Hosted at the Port Antonio New Testament Church of God in collaboration with Portland Cooperative Credit Union, Sunday, October 15, 2023. See photos from the event on the right. 192
NeXGeneration (NeXGen) Change makers Youth Congress International Womens ’ Day JCCUL hosted its inaugural NeXGen Change Makers Youth Congress at its Convention and Strategic Planning Retreat in 2023 for which over 45 persons attended. The NeXGen Change Makers are comprised of credit union professionals 40 years and younger. See photos from the event. Female leaders within the movement were invited to a Sip N Paint event on International Women’s Day, March 8, 2023. Pictured displaying their gorgeous creations with their instructor (front kneeling) are from left, Patricia Tomlinson (National & Community Co-op), Janett Coore Farr (NAJ & Health Services Co-op), Claudia Thompson-Roache (JDF Co-op), Jheanell Adjudah (Trelawny Co-op), Michelle Currey (Broadcast & Allied Services Co-op), Katrina Grant D’Aguilar (JCCUL), and Makeda Scott (Grace Co-op). 193
Credit Union Bursary and Tertiary Awards JCCUL, on behalf of the Credit Unions of Jamaica, distributed a total of $1,050,000. This included twelve $25,000 PEP bursaries and two tertiary scholarships. Recipients of the Credit Unions of Jamaica PEP Bursaries and Teritiary Scholarships pose for photos at the end of the handover ceremony. Also pictured are JCCUL staff and board members, credit union staff members, and the receipients’ parents/guardians. Glenworth Francis (right), past CEO of the JCCUL Group takes a moment to speak to recipients of the Glen Francis (Credit Union) Tertiary Scholarship worth $500,000. Pictured from left are Alandre Lindsey of the University of Technology, the 2022 recipient and Krysten Watson of the University of the West Indies, the 2023 recipient. International Credit Union Day Gospel Concert in the Park The Movement hosted a free gospel concert in Emancipation Park to celebrate International Credit Union Day. See photos from the event. 194
Credit Union AccessPlus Debit Mastercard Roadshow Credit Unions of Jamaica staged an all-island roadshow at the offices of participating credit unions offering the AccessPlus Debit Mastercard during the month of July. 195
Credit Union Financial Literacy Month – Reality Fair Over 100 high school students from across the island were invited to participate in the Credit Union Financial Reality Fair at the Police Officers’ Club. 196
APPENDIX I