MAS asks Members to vote on a special resolution at the August AGM

This year’s MAS AGM is taking place on Wednesday 21 August. At the AGM, MAS will be asking Full Members to vote on a special resolution to change the MAS Board’s (the Board’s) composition to ensure it has the right balance of governance skills. 

In recent years, MAS’s regulators at the Financial Markets Authority and Reserve Bank of New Zealand, have set robust expectations for the governance of financial services Boards, including the Boards of mutuals like MAS. It is critical for the Board to ensure it has the right balance of skills and experience to ensure it can appropriately discharge its duties. 

This special resolution is asking Full Members to vote on 2 key changes to the Members’ Trust Deed. 

1. Introduce a new requirement for a minimum of 3 Practitioner Trustees. 

Practitioner Trustees are integral to the good governance of MAS, so MAS is proposing to protect the special status of Practitioner Trustees. This will be done by requiring a minimum of 3 Practitioner Trustees to continue to be represented on the Board. MAS’s DNA is in the health professions and the Board is keen to continue a special role, and special seats around the Board table, to protect the special status of doctors, dentists and veterinarians.   

2. Remove the requirement for a majority of Practitioner Trustees. 

MAS is proposing to remove the requirement for Practitioner Trustees to form a majority of the Board. As a result, Commercial Trustees would be allowed to outnumber Practitioner Trustees.  

This would provide the Board with more flexibility and greater enable it to identify candidates that would provide the necessary mix of skills and experience. 

How to vote 

“MAS is a mutual organisation where our Members are the owners. Therefore, it's crucial for them to vote on important changes to MAS to ensure our ongoing success,” says Suzanne Wolton, MAS Chief Executive Officer. 

Members will receive the AGM Notice of Meeting on Wednesday 31 July, which will contain details on how to vote on this special resolution. Voting can be done in-person at the AGM event on Wednesday 21 August, or online. 

Further information  

If you have any further questions about this special resolution, please contact our Company Secretary, Matthew Judge, Chief Financial & Risk Officer, at agm@mas.co.nz.   

Frequently asked questions 

The Q&As below provide further information about why this special resolution vote is important to MAS.  

What is the current MAS Board composition? 

MAS is governed by the Trustees of the MAS Members’ Trust. Trustees also serve as directors of the parent company of the MAS Group, Medical Assurance Society New Zealand Limited, because its constitution provides that the Trustees will be its directors. Other MAS Group companies have identical board compositions. 

The MAS Board, which governs the MAS group of business including insurance, investments, and financial advice, is comprised of 2 types of trustees:  

• Practitioner Trustees: Must be a Full Member of MAS – that is, a doctor, dentist or veterinarian. 

• Commercial Trustees: Bring essential commercial and governance experience that helps ensure the Board achieves its strategic goals, strong financial performance, and meets and exceeds legal, regulatory and Member expectations. 

Currently, under the terms of the MAS Members’ Trust Deed, the majority of the MAS Board must be comprised of Practitioner Trustees. 

You can see the trustees and directors currently serving on the MAS Board on our website: Our People – CEO and Board – MAS   

Why does MAS want to change the Board composition? 

MAS Boards have also recently had a fulsome independent external review. The external review endorsed a reduction of the Board size from 9 to 7, and recommended the Board needs more commercial experience, particularly in insurance and investments.  

It has become increasingly difficult to recruit doctors, dentists and veterinarians with the necessary insurance and investments experience to provide effective governance of the MAS group of financial services businesses. We have also observed a year-on-year decline in Full Members nominating themselves to be appointed to the MAS Board. 

Because of increasing complexity of financial services business and complexity of the regulatory environment and burden those businesses operate under, the Practitioner Trustees bear a disproportionate burden of the risk associated with being a director of the MAS Group companies in comparison with other market participants. 

Why are Commercial Trustees so important to the MAS Board? 

MAS directors are responsible for overseeing all of MAS’s business affairs, helping to ensure MAS achieves its strategic goals, achieves strong financial performance, and both meets and exceeds legal, regulatory, Member and community expectations. 

It’s important that the MAS Board and each subsidiary, has directors that possess commercial acumen and strategic focus. Commercial Trustees provide critical skills and experience to ensure the Board can appropriately discharge its duties within a complex and heavily regulated financial services sector. 

Commercial directors bring essential governance experience relating to significant change in an organisation, such as overseeing delivery of a growth strategy and the implementation of major change projects. 

Do the current MAS Practitioner Trustees support this change? 

This change has the unanimous support of the Board, including the 4 current Practitioner Trustees: 

• Kate Baddock 

• Frank Frizelle 

• Doug Hill 

• Steve Merchant 

Will Practitioner Trustees still be able to appoint Commercial Trustees? 

Yes. It's important to note that Practitioner Trustees will continue to have the right to appoint Commercial Trustees to casual vacancies. 

Who can vote on this special vote?  

MAS Members are categorised as either Full or Associate Members. Only Full Members can vote at the AGM. A Full Member of MAS is a doctor, dentist or veterinarian. 

How can Members vote? 

Members will receive the AGM Notice of Meeting on Wednesday 31 July, which will contain details on how to vote on this special resolution. Voting can be done in-person at the AGM event on Wednesday 21 August, or online. 

Who can I contact for further information about this special resolution? 

If you have any further question about this special resolution, please contact our Company Secretary, Matthew Judge, Chief Financial & Risk Officer, at agm@mas.co.nz.