Concentra thrives as a strategic partner to Canada's credit unions, embracing the values and principles of the co-operative movement. Concentra is committed to credit union success. We are evolving so we can ensure Concentra remains in a strong position to support credit unions.
As described in the
April 2016 White Paper, Concentra recently reviewed its corporate legal structure to determine how to best achieve the long-term needs of credit unions with competitive wholesale banking and trust solutions. Based on our comprehensive due diligence, the most viable option to ensure we can continue supporting credit unions is for Concentra to convert to a bank under the
Concentra is working toward a January 1, 2017 start date to continue under the
Bank Act. This target date is dependent on several factors:
- completion of all due diligence requirements
- approvals from the Concentra Board of Directors, members, shareholders, regulators and the federal Minister of Finance.
Management is currently focused on ownership, governance and dealing with the inconsistencies between existing Concentra bylaws and provisions under the
Co-operative Credit Associations Act (CCAA). Productive dialogue with the Office of the Superintendent of Financial Institutions (OSFI) and the Federal Department of Finance is ongoing.
This initiative is a significant and complex undertaking. As our stakeholders would expect, Concentra has committed to ensuring an appropriate level of care and attention is taken throughout the process so every detail is carefully considered and evaluated.
For this reason, the anticipated timing of the Special Meeting of Members and Shareholders has been amended, and is now expected to occur in September/October 2016. This altered scheduling still allows sufficient time to work through the process and address all issues, and still meets the January 1, 2017 target date.
As the timeline for the Special Meeting of the Members and Shareholders approaches, Concentra will provide a comprehensive package of information to assist members and shareholders in obtaining any necessary approval from their board of directors.
Ownership and Governance
Concentra will remain a co-operative owned financial institution. Conversion to a bank will not compromise this status. We have deep roots within the co-operative movement, and remain 100% committed to strengthening the co-operative system in Canada. We are taking measures with our mission statement, corporate governance structure, and by-laws to enshrine co-operative values and ownership.
As such, Concentra has shared with its stakeholders the proposed governance model for operating under the
Bank Act. Concentra's board will continue to provide strong leadership and robust oversight to protect the interests of our owners, their members, and the credit union system at large. Concentra's Board has established that regardless of the changes in our corporate legal structure, certain principles of governance are of utmost importance, including the need to ensure the Board continues to reflect its ownership and customer base, and operates in a manner aligned with co-operative principles and values.
The proposed by-laws will require the majority of the board to be independent. "Independence" means a director is independent of management, does not have a material relationship with the bank and does not financially benefit from his or her relationship with the bank. The expectation is independent directors with the requisite skills and knowledge for the Concentra board are available within the credit union and co-operative system.
Engagement is a conversation, an inclusive dialogue requiring a commitment to listening, learning and then, discerning. Engagement drives decision-making. Through a series of one-on-one meetings, webinars and group presentations, Concentra has engaged in a dialogue about bank continuance with credit unions, representing approximately 80% of total system assets. In total, we have participated in more than 200 engagement opportunities.
Feedback has been positive and management is hearing broad-based support across the credit union system for Concentra to continue under the
Bank Act. These conversations have provided valuable insight into what matters most to our stakeholders.
During the engagement process, we also heard a number of common themes and questions from our stakeholders. Those themes, along with questions and answers are outlined here.
Regardless of its corporate legal structure, Concentra will continue to be organized and operated under co-operative principles, and will remain an indispensable part of Canada's co-operative system as an organization owned by the credit unions it serves.
Bank Continuance page.
General Inquiries on Bank Continuance
Pina Melchionna, EVP, Trust and Lead of the Bank Continuance Project
Capital and Ownership
Ron Friesen, EVP, Chief Financial Officer
Corina Farbacher, SVP, Governance and Legal, Corporate Secretary