Meeting of the Board of Directors December 14, 2016 INDEPENDENT SCHOOLS COMPENSATION CORPORATION
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Meeting of the Board of Directors December 14, 2016 INDEPENDENT SCHOOLS COMPENSATION CORPORATION MEETING OF THE BOARD OF DIRECTORS Wednesday, December 14, 2016 Immediately following 12:00 noon Lunch Steven Flechsig, President, Meadowbrook Insurance Group –Keynote over lunch Double Tree Boston Andover 123 Old River Road Andover, MA Agenda Page I. Minutes a. Minutes of the September 16, 2016 Meeting 2 b. Minutes of November 15, 2016 Teleconference Meeting 4 II. Presidents Report – Mr. Greenlaw III. Audit Committee Report – Mr. Amsbary a. Review of ISCC IT Security and Records Retention – Mr. Spring 6 b. Appointment of Auditor 38 IV. Claim & Loss Control Committee Report – Ms. Gaudette 43 V. Treasurer’s Report – Mr. Slakey 63 a. Appointment of Actuary 69 VI. Financial Report as of September 30, 2016 – Mr. Pratt 76 VII. Dividend Votes – Mr. Pratt 100 VIII. Excess Insurance Report – Mr. O’Connell IX. Marketing Report– Mr. Schneiter 113 X. Other Business 114 a. Safety Workshop Requirement and Terms of Membership XI. 2017 Meeting Schedule 116 XII. Executive Session (if necessary) Independent Schools Compensation Corporation c/o Meadowbrook/TPA Associates 10 New England Business Center, Suite 303, Andover, MA 01810 1 Tel: (978) 691-2470 Fax: (978) 691-2477 INDEPENDENT SCHOOLS COMPENSATION CORPORATION MINUTES OF THE SEPTEMBER 16, 2016 MEETING OF THE BOARD OF DIRECTORS Attendees Directors – in person Guests - in person Thom Greenlaw, President Steve Flechsig – Meadowbrook TPA Associates Bruce Amsbary Nick Bakker – President Emeritus Laura Gaudette Terry Buckhout – Meadowbrook TPA Associates Ed Gotgart Paul Meleedy – Meadowbrook TPA Associates Kathleen Sambuco John Kosar – Meadowbrook TPA Associate Stephen Nigro William Griebel – Meadowbrook TPA Associates Jock Burns Marisa Jackson – Meadowbrook TPA Associates Elizabeth Dionne Seth Pratt – Meadowbrook TPA Associates Peter Shea John Schneiter – Hub International Shawn McLaughlin – HUB International Dick O’Connell – Risk Strategies Directors – not present Paul Wykes John Slakey Melissa Fletcher Rosiane LaRose Meeting Venue The meeting was held in the Hogan Campus of the College of the Holy Cross in Worcester, MA. Meeting Convened President Greenlaw called the meeting to order at 9:35AM. A quorum was in attendance. Minutes of the June 15, 2016 Meeting A motion was made to accept the minutes of the meetings as presented. The motion was seconded and unanimously accepted. President’s Report Mr. Greenlaw introduced two new Board members, Melissa Fletcher from Wellesley College and Rosiane LaRose from Smith College. Ms. Fletcher will be the interim Board representative of Wellesley College until a permanent replacement is named. Mr. Greenlaw also discussed the recent changes at Meadowbrook TPA Associates. He introduced Steve Flechsig, President of Meadowbrook Risk Solutions, who provided the Board with details on the changes for the service team for ISCC and their roles. Report of the Claim and Loss Control Committee Ms. Gaudette advised the Board on the committee meeting that preceded the Board meeting on September 15th. She noted that there was one settlement presented for authority on a claim for the Eaglebrook School, which exceeded the committee’s authority and was discussed with Attorney DaDalt present. The recommendation was made to present the authority request to the Board for approval. A motion to provide the requested settlement authority was made. The motion was seconded and unanimously approved. Ms. Gaudette advised that the committee held a discussion regarding members of concern, in particular The Learning Center, leading to an in-depth discussion amongst the Board. Supplemental information was provided to the Board for review. 1 2 A motion to place The Learning Center on probation was made. The motion was seconded and approved unanimously. An update will be provided to the Board at the December 2016 meeting on the status/progress of The Learning Center. There was also discussion on the Wellness Initiative and Grants in relation to members’ annual deviation. It was discussed that members would be given the opportunity to earn an additional deviation percentage with documented participation in a wellness program as an incentive-based initiative. Further discussion on the requirements, measurements, and number of qualifying events ensued. A motion was made to continue with the standard 20% deviation, subject to the same present requirements, with an opportunity to earn an additional 5% deviation tied to three (3) items to be determined by the Task Committee. The motion was seconded and unanimously approved. Treasurer’s Report Mr. Greenlaw presented the report to the Board in Mr. Slakey’s absence. Audit Committee Report Mr. Amsbary presented his report to the Board, which included summaries of the Excess Audit and State Audit. Mr. Amsbary also raised the question of Meadowbrook’s and ISCC’s Records Retention Policy of Electronic Records. It was suggested that a speaker be present at the December 2016 Board Meeting to address this topic. Mr. Amsbary advised that Jodi Williams of Wellesley College was previously on the Audit Committee and with her departure, a replacement was needed. Elizabeth Dionne of The College of the Holy Cross was named as her replacement. Marketing Report Mr. Schneiter reviewed the marketing report in the Board meeting materials, including current prospecting activity. Mr. McLaughlin gave a detailed report on marketing activity for ISCC. Financial Report Mr. Pratt reviewed the financial results for the quarter ending June 30, 2016 for each of the individual classes. New Business Mr. Greenlaw advised the Board of Meadowbrook’s proposal for a contract extension as the present contract expires 12/31/2016. Highlights of the proposal were provided and Mr. Greenlaw advised the Board will discuss in further detail at their Retreat following the Board meeting, with the appropriate party at Meadowbrook being advised of their discussion. Next Meeting The next meeting of the ISCC Board will be held on Friday the 16th of December in Andover, MA. Details to follow. Other Business There being no further business, the meeting was adjourned at 12:00PM. Respectfully submitted by, _________________ John Kosar on behalf of Ed Gotgart 2 3 Minutes of the November 15th, 2016 Teleconference Meeting of the Board of Directors Attendees Directors- on conference call Guests-on conference call Thom Greenlaw, President Steve Flechsig- Meadowbrook TPA Associates Bruce Amsbary John Kosar- Meadowbrook TPA Associates Laura Gaudette Marisa Jackson- Meadowbrook TPA Associates Stephen Nigro Jim LeRoy- Meadowbrook TPA Jock Burns John Schneiter- HUB International Elizabeth Dionne John Slakey Directors- not present Paul Wykes, Melissa Fletcher, Rosiane LaRose, Ed Gotgart, Kathleen Sambuco, Peter Shea, Robert Meyer Meeting Venue: Meeting was held by teleconference Meeting Convened: Meeting began promptly at 3 pm. A quorum was in attendance. Mr. Greenlaw, President briefed the Board members as to agenda of the call stating that the vote taken at the September ISCC Board meeting calling for ISCC members to receive a 20% deviation with a potential to earn an additional 5% for meeting additional requirements beyond the one-time workshop attendance was not approved by the Massachusetts Department of Industrial Accidents (DIA) for the 2017 renewal. The proposal was likely too complex to evaluate at the state level, requiring additional information, and data to be submitted before further consideration. In essence, the DIA was not in favor of approving the “split” rating, given ISCC’s proposal submitted for review. Consequently, the need to discuss the options and re-vote a deviation rate that will likely render an approval so as to move forward with the rate renewal for 2017 in a timely fashion. The Meadowbrook Team presented the following options for the Board’s consideration: 1) Maintaining our current deviation and requirements (20%) 2) Move forward with an increase to 25% with current requirements OR 3) Eliminate requirements all together offering all members a straight deviation rate of 20 or 25% Discussion: Laura Gaudette shared her concern for eliminating the workshop attendance suggesting that if optional, very few members might attend and noted that promoting “safety” was the key to our success. Steve Flechsig recommended that the requirement for attendance at workshop and member commitment to safety could be spelled out in the by-laws or member agreement with ISCC if this was deemed an important aspect of the ISCC program. The Board confirmed interest in this matter with further discussion forthcoming at December Board meeting. John Schneider supported the option of increasing the deviation to 25% as this would enhance Hub’s ability to attract potential members to ISCC. He also added that highlighting the safety requirement was also a marketing tool. 4 Bruce Amsbary reminded the Board that with the WC code 8868 rate increasing nearly 18% in 2017, the additional 5% increase would help offset that increase in premium for our members. ACTION- The motion was made to seek approval from the state for a revised rate deviation of 25% for the benefit of all members independent of attendance at a safety workshop. The motion was seconded and unanimously approved. Other Business There being no further business, the teleconference meeting was adjourned at 3:32 pm Respectfully, Karen White Clerk of the Board 5 Independent Schools Compensation Corporation (ISCC) GOVERNANCE, BUSINESS, AND PERSONNEL RECORDS