GEMS AGM

2019 GEMS AGM 

Annual General Meeting of Members

Under the Medical Schemes Act, medical schemes must hold a general meeting of members every year, called an Annual General Meeting (AGM), where members may voice their views and vote on motions.

The GEMS Rules say that the Scheme’s annual financial statements (including the reports of the Board of Trustees (Board) and the Scheme’s external auditor) as well as the draft minutes of the previous AGM, must be laid before the AGM. The Rules also require that the Scheme’s external auditor be appointed at the AGM.

It is important that GEMS members participate in the work leading up to the AGM and also in the AGM itself.

The purpose of this Guide is to provide GEMS members with the information they need to participate well and to adhere to the GEMS Rules on the AGM.

 

Before the AGM

  • The AGM must be held not later than 31 July of each year.
  • You will be given at least eight weeks’ notice of the date and the place of the AGM, as well as the AGM meeting rules and conditions, and the consequences of failing to meet them, which notice is included in the Scheme’s annual integrated report on how GEMS has operated for the year.
  • The annual integrated report will include changes, successes and challenges experienced as well as a report on the Scheme’s finances, which was checked by independent outside auditors. This will show you the Scheme’s income and expenses, investments and what is in reserve for tough times.
  • You will also be advised about matters that will be discussed at the AGM. If there are any matters that you would like to add to that list, you must notify the Principal Officer in detail at least five weeks before the AGM.
  • When they receive your notice, the Principal Officer and the Board will check if your proposal is allowed by the Medical Schemes Act and the GEMS Rules and will let you know if your matter will be discussed or not on the day. Of course, if you do not agree with them you can always appeal to the GEMS Dispute Committee or the Council for Medical Schemes.
  • All members will be notified at least three weeks before the AGM of the final agenda. This will give those members who will not be able to attend the AGM the opportunity to vote by sending a representative to the AGM. The representative must also be a member of GEMS, as only members have a say.

Please note that medical schemes operate under very strict rules and regulations set by Government, especially to protect members. This means that the GEMS Rules cannot be changed at our AGM as one could for example do at a union’s annual general meeting.

It is also important to know that the Board members cannot be removed from office as a result of discussions at the AGM, nor can the results of trustee elections be set aside.

 

This may leave you thinking - “Why should I bother to attend?” - however, it is still very important that you do:

There are always matters you should discuss at the AGM and vote on, either in person or by getting someone who is going to attend to vote for you. This is called a proxy vote. For a proxy vote, there is a Proxy Form that you need to fill in. This form must be received by the Principal Officer at least one week before the AGM. The Scheme will send this form to you at least three weeks before the AGM.

 

Furthermore, in order for the meeting to be recognised as valid, an AGM must be attended by a certain number of members.

  • This number is calculated as the total number of members registered on the Scheme as at the date of the AGM, divided by ten thousand, or thirty, whichever is the highest.
  • If, after half an hour of the starting time of the meeting, there are not enough members, the AGM must be cancelled and a new date set for exactly 30 days later, but not on a Saturday, Sunday or public holiday.
  • Within 14 days of the date of postponement, members must be given notice of the new date of the AGM.

 

At the AGM

  • Attendance at the AGM is limited to members, officers of the Scheme and individuals or organisations who are invited by the Scheme to attend. It is important to remember that only members have a say and may vote at the AGM.
  • The AGM will be chaired by the Chairperson, or the Deputy Chairperson, of the Board.
  • All proxy votes held by the Chairperson of the AGM or any member must be declared at the beginning of the meeting.
  • Every member at the meeting can speak and vote. The GEMS Rules state that resolutions must be passed at the AGM by means of voting by both the members physically present and the members represented by proxy. On the manner of voting, it is up to the Chairperson to decide whether voting will be by ballot (a vote on paper) or by a show of hands. In the event of the votes being equal, the Chairperson has a deciding vote, in addition to his/her own vote, provided that he/she is a member. If not, he/she will not be entitled to vote; in which case, the Deputy Chairperson will have such votes, if a Member. If not, any Board member nominated by the independent Audit Committee Chairperson may exercise such votes.

One of the matters that must be decided by members at the AGM is the appointment of the Scheme’s external auditor. To help members to consider the appointment of the best possible auditor, the following happens:

  • Audit firms are invited by the Scheme to apply for the work by following an open tender process.
  • The best audit firm for the work is chosen by the Board to propose to the AGM. To choose the best firm in line with the GEMS Supply Chain Management Policy and the regulations issued by the Council for Medical Schemes and the Independent Regulatory Board of Auditors, the Scheme looks at their demonstrated ability to do the work, their knowledge, their skills and experience, their price and also their B-BBEE status.
  • The name of the proposed firm is submitted to the independent Audit Committee and the Board for consideration and then to the AGM for a decision.

 

Why is this important?

The external auditor reports to members in the Scheme’s annual integrated report and at the AGM, and is a “watchdog” helping to protect members. He/she confirms that the numbers reported in the Scheme’s annual financial statements are correct and is responsible for reporting any irregularities to the Council for Medical Schemes. Members must have confidence in and trust that the external audit firm appointed will be able to fulfil this role and must ensure that the best firm is appointed.

 

Special General Meeting

  • The Board may call a Special General Meeting (SGM) if it believes it necessary or if it is requested by at least 70 members.
  • All 70 members who request the calling of a SGM by the Board must sign a written request for the Board to call a SGM, which request must explain why the meeting is being requested and what the objectives are. The request must be submitted to the Scheme’s registered office. The Principal Officer will make sure that the request follows the correct procedures and that the reasons for holding the meeting do not break the GEMS Rules or the Medical Schemes Act.
  • If the Principal Officer believes that the SGM should not take place, reasons will be given to the members who requested the meeting within 45 days of the date of the Scheme’s receipt of their request. If those members are unhappy with the Principal Officer’s decision, and still want the meeting to take place, they can appeal to the GEMS Dispute Committee or the Council for Medical Schemes.
  • If the Principal Officer believes that the SGM should go ahead, the meeting must take place within 60 days of the Scheme’s receipt of the members’ request. All members must then be notified of the meeting at least 14 days before and must be told the reasons for the meeting.
  • The SGM falls under the same rules as the AGM. This means that the SGM must be attended by a certain number of members in order to be valid. This number is calculated as the total number of members registered on the Scheme as at the date of the SGM, divided by ten thousand, or fifty, whichever is the highest. Only the matters in the SGM notice can be discussed. If there are not enough members present, the meeting must be cancelled.

 

For more information

If you require more information about the 2018 GEMS Annual Integrated Report or the 2019 GEMS AGM, please contact the GEMS Call Centre at 0860 00 4367.

 

AGM Process