ALTRON MEDICAL SCHEME

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                   ALTRON MEDICAL AID SCHEME

MINUTES OF ANNUAL GENERAL MEETING OF MEMBERS HELD ON 11
   JUNE 2008 AT 14:30 AT GLENHOVE CONFERENCE CENTRE 52
         GLENHOVE ROAD MELROSE JOHANNESBURG




1     ATTENDANCE

Employer representatives

Dr JEW Carstens
Mr N Kayton
Mr A Smith

Employee representatives

Mr JAR Alty                         Chairperson
Mr PJ Crow
Mr AG Johnston
Mr P Mason

In attendance

Mr A Waterston                      Principal Officer


Mr KR Lydall                        Auditors KPMG

Mr Q Robinson                       Allcare Administrators (Pty) Ltd
Ms P Sinatra                        Allcare Administrators (Pty) Ltd
C Stansfield                        Allcare Administrators (Pty) Ltd
JK van der Merwe                    Allcare Administrators (Pty) Ltd

Apologies

Mr JCR Potgieter

2     WELCOME

2.1   The Chairperson welcomed all and with 21 members present and 40
      members represented by proxy, declared the meeting duly constituted and
      open.
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3     NOTICE OF MEETING

3.1   Members of the meeting agreed that the notice of the meeting be taken as
      read as it had been mailed to all continuation members and posted onto the
      notice boards of all employer companies in terms of the applicable statutory
      requirements.


4     MINUTES OF PREVIOUS ANNUAL GENERAL MEETING


4.1   The Chairperson tabled the minutes of the Annual General Meeting held on
      12th June 2007. Copies had been circulated for information.

4.2   Members of the meeting agreed that the minutes be taken as read. The
      minutes were subsequently accepted as correct on proposal by Mr PJ Mason
      and as seconded by Dr JEW Carstens.

4     MATTERS ARISING FROM THE MINUTES

4.1   There were no matters arising.


5.    ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 31 DECEMBER
      2007


5.1   The Chairperson tabled the following documents:
         1. The Chairperson’s Report for the year 2007
         2. The Annual Financial Statements for the year 2007, as approved by
            the Board of Trustees on 23 April 2008, and incorporating :
                        i.   The Trustees’ Report for the year 2007
                       ii.   The Independent Auditors Report for the year 2007.

5.2   Dr Carstens briefly discussed the financial results for 2007 and informed the
      meeting that the Scheme’s financial results were considered by the Board of
      Trustees as very healthy.

5.3   The Chairperson’s Report for the year 2007, the Trustees’ Report for the year
      2007 and the Annual Financial Statements for the year 2007, including the
      Auditor’s Report for the year 2007, were adopted on proposal of Dr Carstens
      and as seconded by Mr J Wright.


6     RE-APPOINTMENT OF AUDITORS

6.1   The Chairperson put the motion to the meeting to confirm the re-appointment
      of auditors KPMG Inc.

6.2   The motion was seconded by Dr Carstens.

6.3   Members of the meeting unanimously accepted the re-appointment of
      Auditors KPMG Inc by signifying accordingly with raised hands.
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7      TRUSTEES

7.1    The Chairperson referred to the section of the Scheme’s rules dealing with
       the appointment of Trustees. The Trustees were appointed to serve a period
       of three years. The appointment of Trustees was last dealt with in 2006.
       During 2007 two casual vacancies arose from the resignation of Ms D Radley
       and Ms J du Plessis.

7.2    Mr AG Johnston and Mr AMR Smith were appointed in these vacancies and
       in terms of the rules held office until the date of this meeting.

7.3    The Chairperson informed the meeting that no other nominations for the
       vacancies had been received and that it was proposed that as Mr Johnston
       and Mr Smith had indicated their availability to hold office until the next
       Annual General Meeting in 2009, when re-election of Trustees must take
       place, Mr Johnston and Mr Smith continue to hold office until then.

7.4    The meeting accepted the proposal unanimously.

7.5    The Chairperson read out the names of the members of the Board of
       Trustees:

       Mr JAR Alty (Chairperson)              Employee representative
       Mr PJCrow                              Employee representative
       Mr AG Johnston                         Employee representative
       Mr PJ Mason                            Employee representative

       Dr JEW Carstens                        Employer representative
       Mr NM Kayton                           Employer representative
       Mr JCR Potgieter                       Employer representative
       Mr AMR Smith                           Employee representative

7.6    The meeting took note and accepted the appointment of Mr AV Waterston as
       Principal Officer in the place of Ms BD Phillips.


8.     GENERAL

8.1    Membership

8.1.1 Members of the meeting expressed concern over an apparent decline in
      membership.

8.1.2 Mr Waterston explained the effect of the introduction of the Total Cost Of
      Employment (TCOE) remuneration concept at Altron employer companies. In
      terms of TCOE alternative medical cover facilities, more suitable for specific
      groups of employees, were made available. This resulted in some
      resignations from the Scheme. Mr Waterston, however, expressed the opinion
      that that the Scheme was still operating on a very sound basis.
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8.2    Levies / co-payments

8.2.1 Members enquired about levies and co-payments being imposed at
      medication outlets.

8.2.2 The Principal Officer explained that Scheme benefits were based on the
      Mediscor Reference Price and that purchase of non-generic products without
      a medical motivation when generic alternatives were available might attract
      co-payments.

8.2.3 The Chairperson also ascribed this to communication facilities not being able
      to keep up with the rapid development in the medication industry.
      Replacement products (generics of generics) were entering the industry all
      the time resulting in cost adjustments which were not always timeously
      communicated to members.

8.2.4 The Chairperson informed the meeting on initiatives to improve
      communication by employing modern electronic technology eg cell phone and
      email facilities.

8.3    Industry developments

8.3.1 Member P van der Molen expressed concern over developments and pending
      change in the medical aid industry.

8.3.2 The Chairperson assured Mr van der Molen that developments were closely
      monitored in conjunction with the Administrator to be able to proactively
      institute the necessary measures to protect the interests of the Scheme.

8.4    Service level

8.4.1 Member TB van Schalkwyk expressed dissatisfaction regarding the handling
      of a dental claim submitted for payment.

8.4.2 Mr Van Schalkwyk was invited to meet with the Principal Officer and senior
      management of the Administrator to address the matter.

8.5    Savings accounts / acute benefits

8.5.1 The Principal Officer confirmed that the Scheme’s savings accounts would
      provide for acute benefits at cost on condition that the account was sufficiently
      funded.

8.6    Dischem chain of providers

8.6.1 Members of the meeting expressed their satisfaction with the professional
      service of the Dischem chain of providers.


9      CLOSURE

9.1    The Chairperson thanked everyone for their presence and at 15:00 declared
       the meeting closed
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APPROVED: _______________________________



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