FRANKLIN CASUALTY INSURANCE COMPANY QUAKER INSURANCE COMPANY LIMITED UNIVERSITY OF PENNSYLVANIA HEALTH SYSTEM TUESDAY 23RD – THURSDAY 25TH
Contents Flight and Airport Details .….………………………………………………………………..….…. About the Hotel ………………………………………………………………………………….….. Attendees Board Members ………………………………………………………………………….….. Service Providers …………………………………………………………………………… Itinerary ……………………………………………………………………………………………… Agendas Franklin Casualty Annual Meeting …………………………………………………………. Quaker Insurance Annual Meeting ………………………………………………………… 1
FLIGHT and AIRPORT DETAILS Mr. Ben Evans To Bermuda Depart: Philadelphia International Airport Monday August 22nd American Airlines flight 825 Departure: 8:49 a.m. Arriving 12:21 p.m. To Philadelphia Depart: L.F. Wade International Airport Friday August 26th American Airlines flight 825 Departure 1:18 p.m. Please note, the L.F. Wade Airport no longer allows car services to wait for you inside the terminal. Airport transportation has been scheduled for you with Irving Raynor. Once you walk outside the airport, provide the dispatcher with Irving’s contact information and Irving will pull around to get you. Irving Raynor (Taxi Driver) Cell: 441 534 8018 Transportation for your return flight has also been scheduled. Pick up time is to follow. 2
ABOUT THE HOTEL Hamilton Bermuda Princess 76 Pitts Bay Road Pembroke, Hamilton HM 08, Bermuda Tel +1 441 295 3000 Fax +1-441- 296-4058 The Hamilton Princess Hotel & Beach Club, Hotel in Bermuda Dining Intrepid Steak, Seafood & Raw Bar 1609 Restaurant Crown & Anchor The Princess Beach Club The Duchess Café and Gelateria Bike/ Moped Rental Scooters can be rented from Smatt's Cycle Livery, Ltd. adjacent to the hotel. - Must be minimum 16 years of age - All rentals include lock, helmet, map and carry basket - Cash, credit card (Visa or Mastercard) accepted, or charge to a guestroom - More information available from the Smatt's Cycle Livery, Ltd. Website Twizy Rental Conveniently located on the Hotel property, the Twizy is a safe and comfortable way to see the island. With the stability of four wheels, foot pedals for breaking and accelerating and a steering wheel, the Twizy operates like a car only easier and more fun! 3
ATTENDEES Franklin Casualty Board Members Dr. Patrick Brennan Director CMO and Sr Vice President for UPHS Thomas W. Cooper Director Vice President of Finance Dana DiStefano Director and Vice President Director of Professional Liability Benjamin Evans Director and President Associate Vice President, Risk Management and Insurance, Division of Finance Jeffrey P. Johnson Director and Secretary Piper Primmer Eggleston & Cramer PC Shareholder Keith A. Kasper Director, Vice President of Finance and Treasurer Chief Financial Officer UPHS Mary Ellen Nepps Director Senior Counsel 4
SERVICE PROVIDERS Mark Burgess CASCO Principal Actuary William Burke PwC Partner Nuwan Gomis Marsh Sophia Greaves Director Conyers, Dill & Pearman Kimberly McCullough Conyers Corporate Manager Michael Parrish Marsh Captive Solutions Senior Vice President & Client Services Leader Jason Santini Marsh USA, Inc. Sr. Vice President, Senior Advisory Specialist & Team Leader Randal Wachsmann Counsel Primmer Piper Eggleston & Cramer PC Kathleen Welch Marsh Captive Solutions Assistant Vice President 5
Itinerary Tuesday August 23 Arrival to Bermuda 3:30p.m – Ben, Jason, and Dana - meet with Chubb Excess Casualty underwriter There is nothing formal for dinner on Tuesday. For anyone who is not too tired from your travels, there is a reservation at La Trattoria at 6:00 p.m. If you prefer to hang back, the hotel has several restaurants, or the front desk can recommend a place to eat. Dinner Suggestion: 6:00 p.m. Reservation under Evans La Trattoria 23 Washington Lane Hamilton BM HM11 Hamilton, Bermuda 441-295-1877 Wednesday August 24 9:30-10:30 a.m. Bermuda Monetary Authority – only the board members need to attend Attendees for the BMA meeting – Jason Santini Mary Ellen Nepps Katie Welch P.J. Brennan Tom Cooper Randy Wachsmann Dana DiStefano Ben Evans BMA members in attendance – Craig Swan, CEO Timae Flood, Assistant Director Takiyah Tucker, Principal Cindy Lightbourne, Senior Analyst 6
10:45-11:45 a.m. PwC meeting at the Marsh office - Attendees for the PwC meeting - Jason Santini Mary Ellen Nepps Katie Welch P.J. Brennan Tom Cooper Randy Wachsmann Dana DiStefano Ben Evans Bill Burke 12:00 p.m. Lunch provided by Fourways catering 1-5 p.m. Marsh Management Services (Bermuda) Ltd. Power House, 7 Par-La-Ville Road, Hamilton HM11 Franklin AGM Marsh offices Attendees – Jason Santini Mary Ellen Nepps Katie Welch P.J. Brennan Tom Cooper Randy Wachsmann Dana DiStefano Ben Evans Bill Burke Mark Burgess Nancy Van Trieste 7:00 p.m. Dinner at Ascot’s 6:45 p.m. - taxi pick up in front of the hotel Thursday August 25 8:00 a.m. Continental breakfast at the hotel - The Twain Room 8:30-10 a.m. Quaker AGM The Twain Room Attendees – Mike Parrish Sophia Greaves Kim McCullough Nuwan Gomis Mark Burgess Jason Santini Mary Ellen Nepps P.J. Brennan Tom Cooper Nancy VanTrieste Dana Distefano Ben Evans 7
Free Time Dinner at The Loren 6:00 p.m. 5:30 p.m. – taxi pick up in front of the hotel Friday August 26 Taxi’s have been scheduled to take you to the airport. Pick up times are still to come. Agendas 1. Franklin Casualty Insurance Company 2. Quaker Insurance Company Limited 8
FRANKLIN CASUALTY INSURANCE COMPANY (A RISK RETENTION GROUP) ANNUAL MEETING August 24, 2022 Zoom Meeting – Meeting ID: 993 1713 7974 1:00 PM – 5:00 PM Opening Remarks & Roll Call (1:00 – 1:05) Ben Evans Ben Evans Shareholder(s) (1:05 – 1:10) (A) Randy Wachsmann/Ben Evans • Approve Minutes from October 4, 2021 Meeting • Elect Directors • Other Business Board of Directors 1. Corporate Administration (1:10 – 2:00) (A) • Approve Minutes of March 11, 2022 Meeting • Elect Officers • Review Conflict of Interest Disclosures (Executive Session) • Appoint Service Partners o CASCO o PWC o Marsh Philadelphia o Marsh Vermont o Primmer Piper Eggleston & Cramer • Review Officer Performance and Governance Questionnaire 2. Financial Report (2:00 – 2:30) PWC/Katie Welch (A&D) Mark Burgess • Accept 12/31/2021 Audited Financial Statements • Review 5 Year Historical Audited Results • Discuss 2022 Audit Timeline • Review 6/30/2022 Interim Financial Statements 3. Actuarial Report (2:30 – 2:50) (A&D) 9
• Franklin 12/31/2021 Actuarial Report • Franklin 12/31/2021 Actuarial Certification • Actuarial Valuation and Trends – Open Discussion 4. Claims and Quality Report (2:50 – 3:30) PJ Brennan/Mary Ellen Nepps (D) • Quality Report o COVID-19 Update for Penn Medicine Hospitals • o Penn Medicine Vaccination Policy Break o Virtual Care o Artificial Intelligence (AI) at Penn Medicine Claims Report o Summarized Claims Analysis for UPHS 5. Operational Review (3:35 – 3:50) Katie Welch (A&D) • Signature Authority • Code of Ethics Review • Audit Committee Update o Ratify Minutes from April 4, 2022 Meeting o Ratify Minutes from the April 29, 2022 Meeting o Review of Audit Committee Charter o Appoint Audit Committee Members • Policy Review Committee Update Dana DiStefano/Jason Santini Ben Evans/Jason Santini (D) o Approval of Policy Form and changes for 2022-23 o Update on Reinsurance Agreement for 2022-23 6. Underwriting Report (3:50 – 4:15) (A&D) • 2022/2023 Excess Medical Professional Liability Insurance Renewal o University of Pennsylvania Health System o HUP, PPMC, PAH, PHCS o Penn Medicine Lancaster General Hospital o Penn Medicine Chester County Hospital renewal • Medical Malpractice Market Update 7. Regulatory Report (4:15- 4:30) Katie Welch/Randy Wachsmann (A&D) • Review Regulatory Compliance Status • Review Governance Standards o Review Model Risk Retention Act (#705) Requirements • Vermont Update 10
8. Other Business (4:30 – 4:55) Katie Welch/Ben Evans/Open Forum (D) • Update on Status of Various State Applications • FY22 Health System Financial Performance o Update on HUP Cedar • FY22 University Financial Performance Future Meeting Dates • Review of Meeting Action Items Adjourn (5:00) (A) = Section contains Action Items (D) = Section contains only Discussion Items 11
QUAKER INSURANCE COMPANY LIMITED (the “Company”) NOTICE IS HEREBY GIVEN that a meeting of the Board of Directors of the Company will be held at Marsh Management Services (Bermuda) Ltd., 7 Par-la-Ville Road, Hamilton HM 11, Bermuda on Thursday, the 25th of August 2022 at 8:30 a.m. (ADT), or as soon thereafter as possible, for the following purposes: AGENDA 1. Appoint a chairperson of the meeting. 2. Confirm notice. 3. Consider the minutes of the last meeting of the Board, held on the 26th of May 2022. 4. Waive GAAP audited financial statements for the year ended 31st December 2021. 5. Approve the statutory financial statements and the statutory return and to ratify, the signing of the declarations forming part of the statutory return. 6. Approve the cyber and sanctions filing as part of the statutory return. 7. Review the risk register and open up for discussion. 8. Review management accounts as of 30th June 2022. 9. Review compliance with the Insurance Code of Conduct. 10. Approve and ratify the filing of the Economic Substance Declaration filing for the year ended 31 December 2021. 11. Approve auditor’s fees for the year ended 31st December 2021. 12. Approve, ratify and confirm the Reinsurance Agreement entered into with Hannover Re and Coverys. 13. Approve, ratify and confirm the 2022-2023 Excess Medical Professional Liability policies. Legal – 21289396.1 12
14. Any other business. Dated: 4 August 2022 Legal – 21289396.1 ______________________________ Kim McCullough For and on behalf of Conyers Corporate Services (Bermuda) Limited Secretary 13
QUAKER INSURANCE COMPANY LIMITED (the “Company”) NOTICE IS HEREBY GIVEN that the 2022 annual general meeting of the sole Member of the Company will be held at Marsh Management Services (Bermuda) Ltd., 7 Par-la-Ville Road, Hamilton HM 11, Bermuda on Thursday, 25th August 2022 at 9:00 a.m. (ADT), or as soon thereafter as possible, for the following purposes: AGENDA 1. Appoint a chairperson of the meeting. 2. Confirm notice. 3. Consider the minutes of the last meeting of the sole Member, held on 7th December 2021. 4. Waive GAAP audited financial statements for the year ended 31st December 2021. 5. Determine the number of Directors for the forthcoming year and to elect Directors. 6. Consider fees payable to the Directors. 7. Consider the appointment of an auditor and determine the remuneration of the auditor or delegate this to the Board. 8. Ratify and confirm all and any actions taken by the Directors and Officers of the Company, relative to the business of the Company, up to the date of the meeting. Dated: 4 August 2022 ______________________________ Kim McCullough For and on behalf of Conyers Corporate Services (Bermuda) Limited Secretary Legal – 21289482.1 14
QUAKER INSURANCE COMPANY LIMITED (the “Company”) NOTICE IS HEREBY GIVEN that a meeting of the Board of Directors of the Company will be held at Marsh Management Services (Bermuda) Ltd., 7 Par-la-Ville Road, Hamilton HM 11, Bermuda on Thursday, 25th August 2022 immediately following the 2022 annual general meeting, for the following purposes: AGENDA 1. Appoint a chairperson of the meeting. 2. Confirm notice. 3. Appoint Officers for the ensuing year. 4. Consider the remuneration of the auditor for the ensuing year. 5. Review and confirm compliance with the operational Cyber Risk Management Code of Conduct. 6. Consider, and if thought appropriate, approve the Claims Management Agreement with UPHS. 7. Consider, and if thought appropriate, approve amendments to the Investment Policy. 8. Any other business Dated: 4 August 2022 ______________________________ Kim McCullough For and on behalf of Conyers Corporate Services (Bermuda) Limited Secretary 15
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