Minutes of the meeting of the Board of Directors of

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Finnish Credit Union Limited
Minutes
Board of Directors’ Meeting
February 20, 2014
Call to Order
207.
The meeting was called to order at 6:55 p.m. by Marja-Liisa Konttinen, Chair of Board of
Directors. Attending also were directors Johanna Tarvainen-Lee, Antero Manninen, Liisa Arra,
Petri Lyytikainen, David Koivuranta and Tapani Nousiainen. Present also were: Antero Elo,
CEO, and Bawani Thayalan, Corporate Secretary.
Agenda
208.
THAT the Agenda be adopted as printed.
Moved by Antero Manninen and Tapani Nousiainen. Carried.
Minutes
209.
THAT the minutes of the meeting of January 30, 2014 be adopted as printed.
Moved by Johanna Tarvainen-Lee and David Koivuranta. Carried.
Report of the Chair
210.
The Chair reported that she had met with Antero Elo and discussed the agenda for this meeting,
marketing, director training and other general business issues.
Report by Audit Committee on 2013 Financial Statements and Report of the External
Auditors
211.
The Audit Committee reported that it had met with James Lane of MNP LLP, our external
auditors, prior to the Board meeting. Mr. Lane had presented his report and the financial
statements for the year ended December 31, 2013. The Committee forwards two
recommendations to the Board.
212.
THAT the Board of Directors accept the report of the external auditors and the financial
statements for the year ended December 31, 2013.
Moved by Antero Manninen and Petri Lyytikainen. Carried.
213.
THAT the Board of Directors recommend to the members at the Annual General Meeting the
appointment of MNP LLP as external auditors for the 2014 fiscal year.
Moved by Johanna Tarvainen-Lee and Petri Lyytikainen. Carried.
214.
THAT any two members of the Audit Committee be authorized to sign the financial statements
on behalf of the Board.
Moved by Marja-Liisa Konttinen and David Koivuranta. Carried.
Management Report
215.
Antero Elo presented the management report, highlighted selected items and answered question
from the directors.
216.
THAT the representation letter of the management dated February 20, 2014 as in BD13-104,
Appendix A, be received.
Moved by Marja-Liisa Konttinen and Antero Manninen. Carried.
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217.
THAT the resolution in Appendix B of BD13-104 regarding the representation letter of the
Board be approved.
Moved by Antero Manninen and Petri Lyytikainen. Carried.
218.
THAT the March 2014 meeting of the Board of Directors be rescheduled to 6 p.m. on
Thursday, March 27th.
Moved by Marja-Liisa Konttinen and David Koivuranta. Carried.
219.
THAT any one of the following be authorized to sign on behalf of the credit union any
contracts, documents or instruments requiring the signature of the credit union in respect of
the Canadian Imperial Bank of Commerce branch 00212 account # 37-02111 and related safety
deposit box service.
a. J. Antero Elo, Chief Executive Officer
b. Bawani Thayalan, Branch Manager
220.
Dividend
THAT the Board declare an interest rebate to members whose residential mortgages or
collateral loans are in good standing as of December 31, 2013 in the amount of 1.25% of the
interest paid during 2013 with a minimum rebate of $5; and a bonus interest dividend to
members in good standing as of December 31, 2013 of 2.00% of the interest earned during 2013
as reported on their T5 tax slips with a minimum dividend of $5.
Moved by Antero Manninen and Liisa Arra. Carried.
159.
THAT the reports of the Management, including financial statements, reports on capital
adequacy, liquidity, investments, investment rate exposure, new and closed memberships and
interest rates be received.
Moved by Marja-Liisa Konttinen and Petri Lyytikainen. Carried.
Expenses of the Directors and CEO
221.
THAT the expenses of the Directors and the Chief Executive Officer be approved as presented.
Moved by Marja-Liisa Konttinen and Antero Manninen. Carried.
Loan Report
222.
That the Loan Report on new loans, loans not meeting lending policies. Allowance for impaired
loans, and loan delinquencies be received.
Moved by Tapani Nousiainen and Johanna Tarvainen-Lee. Carried
Report on Marketing and Strategic Plan
223.
The directors reviewed the latest proposal from Creative Services Department of Central 1.
The graphic presented was agreed to be acceptable and David Koivuranta was asked to request
Central 1 to proceed.
224.
As the marketing initiative proceeds many of the decisions will have to be made by email in
order to keep up the momentum. Directors were asked to respond in a timely manner to such
emails.
Committee Reports
225.
Committee reports as follows were presented:
a.
Audit Committee – Report given earlier in this meeting. Minutes to follow.
b.
Building – no report
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c.
d.
e.
f.
g.
226.
Marketing Committee – no report
HR and Training – no report
Risk Management – no report
Executive Compensation - no report
Governance – no report
THAT the reports be received.
Moved by David Koivuranta and Tapani Nousiainen. Carried.
New Business
227.
There was no new business.
Director Training
228.
Antero Elo presented a session on the Legislative Framework in which credit unions in Ontario
function. Questions and debate followed.
Confirmation of Next Meetings:
229.
The following meetings are scheduled.
a. Board
b. Audit
c. Building
d. Marketing
e. HR and Training
f. Strategic Review
g. Executive Compensation
h. Risk Management
i. Governance
j. Annual General Meeting
March 27, 2014 at 6:00 p.m.
to be scheduled
to be scheduled
to be scheduled
to be scheduled
to be scheduled
to be scheduled
to be scheduled
to be scheduled
April 2, 2014 at 6:30 p.m.
In-Camera Meeting
230.
THAT the board move into an in-camera session.
Moved by Liisa Arra and Tapani Nousiainen. Carried.
231.
The Board moved into an in-camera session at 8:45 p.m.
232.
Rising from the in-camera session at 9:15 p.m. the Board reported that marketing initiatives,
personnel/staffing matters and the performance of the CEO had been discussed.
Adjournment
233.
THAT the meeting be adjourned.
Moved by Petri Lyytikainen and David Koivuranta. Carried.
234.
The meeting adjourned at 9:15 p.m.
________________________________
Chair
_______________________________
Secretary
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