Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
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| Form 990, Part VI, Section A, line 4 | Effective July 31, 2015, the Company amended its Code of Regulations, upon receiving approval of the Company's Board of Directors and approval of the Ohio Department of Insurance, the Company's insurance regulatory authority. The amendment was necessitated by an amendment to the Company's governing statute, Ohio Revised Code Section 1761, that was implemented through the Ohio legislature in December 2014 and that became effective as law on March 23, 2015. The changes to the Company's governing statute and Code of Regulations provided for an expansion of certain Company powers related to: (1) the ability for the Company to enter into corrective action agreements with its insured credit unions; (2) clarification of the Company's ability to, subject to regulatory approvals, levy and collect special premium assessments and/or pay dividends to those credit unions that have paid special premium assessments in prior years; and, (3) establishment that the Company's per deposit account insurance limit is to be the greater of $250,000 per account or the primary guaranteed amount insured by the National Credit Union Administration (NCUA). |
| Form 990, Part VI, Section A, line 6 | The Company has only one class of membership, that of a "Participating Credit Union" as defined under both the Company's Code of Regulations and its governing statute (Ohio Revised Code Section 1761.01(J)). A Participating Credit Union remains in good standing (including its voting rights described below) as long as the Participating Credit Union has paid in full its Capital Contribution or any applicable premiums, fees or assessments (ORC Section 1761.07(F)). Each Participating Credit Union has one vote (ORC Section 1761.07(G)) and each Participating Credit Union has the same privileges, benefits and obligations of participation as all other Participating Credit Unions of the Company (ORC Section 1761.07(E)). Under the Company's Code of Regulations, an annual meeting of Participating Credit Unions is held within 120 days of year end at which meeting each Participating Credit Union may cast one vote in person or by proxy ballot, voting on Directors of the Company. Directors are elected for three-year terms and the terms are staggered so that approximately one-third of the Board seats are up for election each year. The number of Directors shall be set at not less than five (5) and not more than eleven (11) under the Code of Regulations. Participating Credit Unions may also have rights towards any net assets of the Company in the event of a dissolution of the Company, but only after settling any recorded, contingent and contractual liabilities, and all costs of dissolution (ORC Section 1761.10(H)). |
| Form 990, Part VI, Section A, line 7a | See Form 990, Part VI, Section A, Line 6 description in Schedule O above. |
| Form 990, Part VI, Section B, line 11 | The Form 990 was provided to the Company's Board of Directors as part of their advance management package for the telephonic Board meeting that occurred prior to filling the Form and was reviewed in the presence of the CEO and CFO. |
| Form 990, Part VI, Section B, line 12c | As part of its Board Policy and Personnel Policy, the Company annually requires each Board member, member of management and all other Company employees to complete and sign its "Annual Acknowledgement of Business Conduct and Ethics and Disclosure of Potential Conflicts of Interest" form. The completed forms are retained by the Company and a summary of all responses is submitted to the Company's Board for their review and consideration, which was last done on March 4, 2015. The Policies referred to above and the form itself also require that the Board member, management member and/or employee inform the Company promptly in writing of any change in the statement made in the signed forms. All new Directors, management members and employees are required to also complete and sign the form upon their start date. Board members must abstain from discussion and voting on any matters in which they have reported a potential conflict of interest. |
| Form 990, Part VI, Section B, line 15a | The compensation of the CEO is set by the Executive Compensation Committee of the Board ("Compensation Committee" or "Committee"), which meets as a committee of the whole Board (excluding the CEO). The Compensation Committee reviews the CEO's performance annually and prepares a formal written review of their findings. The Committee/Board also periodically (generally every two years) obtains an independent salary study, last prepared as of August 7, 2012 and August 19, 2014, by Pay Governance, an affiliate of Towers Watson, which provides salary data for all officer positions and most other Company positions. Once performed and available, the Committee reviews the salary study and accepts it as part of its deliberations, which are documented, along with the Committee's conclusions, in the Compensation Committee minutes. The salary study also provides data on bonuses for different positions, which is used by the Compensation Committee to arrive at the CEO's annual bonus award, if any. The CEO is given authority by the Board, under the Company's Board Policy, to set all other officer and employee salaries and bonus awards, and is subject to guidance provided within the independent salary study that is provided to the Board. During periods in which the independent salary study is not obtained (such as for 2013 and 2015, the "off cycle" years), the Company purchases specific salary information for its various positions. The review of the CEO's salary, bonus and other compensation matters was last performed by the Compensation Committee as of December 2, 2014 (for establishment of 2015 salary and 2014 bonus award); prior to that, an annual review was performed by the Committee on December 3, 2013 (for establishment of 2014 salary and 2013 bonus award). The CEO performed an annual performance review for all officers and annual salary and bonus determinations in early 2015/December 2014 and early 2014/December 2013. |
| Form 990, Part VI, Section C, line 19 | Any documents open for public inspection are available upon request. |
| Form 990, Part XI, line 9: | Net Change in Participating Credit Union's Capital Contributions 5,079,600. |
| Form 990, Part XII, Lines 2a & 2b: | Explanation of Audited Financial Statements: The Company is the parent company of a consolidated group and had an annual independent audit performed by an independent accountant as of December 31, 2014 of its GAAP-basis consolidated financial statements, as well as a company-only (unconsolidated stand-alone) audit performed of its statutory-basis financial statements as of December 31, 2014. The Company has an Audit Committee of the whole Board of Directors that is responsible for the oversight of all of the Company's internal and independent audit activities and annually selects and appoints an independent audit firm. |
| Form 990, Part XI, Line 9: | Other Adjustments to Net Assets or Fund Balances: The increase in fund balances of $5.080 million on Line 9 of Part XI, primarily represents a gross receivable of approximately $5.3 million (collected in the first quarter of 2015) for the Company's increase in its capitalization deposits due to growth in underlying credit union shares (all primary insured credit unions must maintain a capitalization rate which is billed annually at calendar year end, net of capitalization deposit refunds due for those credit unions whose shares declined during the year). This would be offset by a payable of $800 thousand for the Company's decrease in its capitalization deposits due to shrinkage in underlying credit union shares, so the net receivable is approximately $4.5 million. Also, the fund balance separately increased (net) $580 thousand due to credit unions due to the change in mix of credit union participating members (i.e., new credit unions net of those departing the fund in 2014).The increase in fund balances of $5.080 million on Line 9 of Part XI, primarily represents a gross receivable of approximately $5.3 million (collected in the first quarter of 2015) for the Company's increase in its capitalization deposits due to growth in underlying credit union shares (all primary insured credit unions must maintain a capitalization rate which is billed annually at calendar year end, net of capitalization deposit refunds due for those credit unions whose shares declined during the year). This would be offset by a payable of $800 thousand for the Company's decrease in its capitalization deposits due to shrinkage in underlying credit union shares, so the net receivable is approximately $4.5 million. Also, the fund balance separately increased (net) $580 thousand due to credit unions due to the change in mix of credit union participating members (i.e., new credit unions net of those departing the fund in 2014). |
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