Memorandum of Understanding Respecting the Sharing of Credit Union Financial Data. among:

Transcription

1 Memorandum of Understanding Respecting the Sharing of Credit Union Financial Data among: Credit Union Central of Canada ( CUCC ), Atlantic Central ( AC ), L Alliance des caisses populaires de l Ontario Limitée ( L ALLIANCE ) Credit Union Central of Alberta ( CUCA ), Credit Union Central of Manitoba ( CUCM ), Credit Union Central of Saskatchewan ( CUCS ), and Central1 Credit Union ( C1 ) (each a Party, collectively the Parties ) AC, CUCA, L ALLIANCE, CUCM, CUCS, C1 (each a Central ) and CUCC have agreed to collaborate on the collection and sharing of credit union system data in accordance with the terms of this Memorandum of Understanding (this MOU ) dated as of September 4, 2014 (the Effective Date ): 1. Underlying Principles and Scope The Parties wish to cooperate in order to promote the interests of credit unions through data sharing. In particular, the Parties seek to cooperate through this MOU in order to: (i) (ii) support federal and provincial government relations activities by drawing on the best available credit union-level data; support credit union benchmarking activities to help spread best practices; (iii) minimize costs arising from, and improve the efficiency of, storing and distributing credit union financial data; and (iv) support independent third-party research that could further credit union advocacy objectives, system planning, and credit union operations. While recognizing the benefits of cooperating through this MOU, the Parties also acknowledge that this MOU and their participation in this MOU does not in any way create any legally binding rights, obligations or liabilities for the Parties apart from any rights, obligations and liabilities that might arise under general law. In particular, this MOU does not confer upon any person any right to obtain data and does not create any liabilities in respect of the provision of data, any failure or delay in providing data or the accuracy of data that are provided.

2 2. Definitions In this MOU, the following terms have the meaning set out below: Administrative Coordinator means the Party responsible for administering the MOU and organizing meetings at any given time and for maintaining the contact list pursuant to section 3. Central has the definition specified in the preamble to this MOU. Contact Person means a person designated by a Party pursuant to section 3 as a person to receive communications from other Parties under this MOU. Credit Union Consent means a consent substantially in the form of Exhibit A pursuant to which a Member Credit Union has consented to the sharing of its applicable Credit Union Data. Credit Union Data means the data specified in Schedule 1. CUCC Database means a database built by CUCC to warehouse its database collection. Database Manager means the person responsible for managing the CUCC Database, including all data entry and final validation. Member Credit Union means a credit union that is a member of a Central. Regulatory body means any provincial government organization responsible for collecting, validating and storing credit union financial data within its jurisdiction. 3. Contact Persons Immediately upon the effective date of this MOU, each Party will appoint Contact Persons to receive communications under this MOU. Each Party may appoint up to a maximum of three individuals as Contact Persons in respect of each Central and will provide to the Administrative Coordinator the name, telephone number, fax number, e- mail address and mailing address of each Contact Person. Each Party will also promptly provide the Administrative Coordinator with any changes to the list of its Contact Persons or their contact information. The Administrative Coordinator will, promptly upon receiving the initial list of Contact Persons from each Party pursuant to subsection, compile a comprehensive list of Contact Persons and contact information and distribute the list to all of the Parties. The Administrative Coordinator will thereafter be responsible for updating the comprehensive list of Contact Persons as the Parties send in their revised lists of Contact Persons pursuant to subsection and will promptly distribute updated lists of Contact Persons to all Parties. 4. Data Collection

3 Each Central shall, unless it has some alternative mechanism of generating member support, solicit a Credit Union Consent from each of its Member Credit Unions and shall provide a copy of each Credit Union Consent to the Database Manager. Each Central shall endeavour to deliver to the Database Manager, through their respective Contact Persons, the Credit Union Data for each of its Member Credit Unions that has provided its Credit Union Consent. Where, for whatever reason, a Central feels the Credit Union Data could be more effectively provided by their Regulatory Body, or where there is some kind of legal impediment to sharing the data, the Central will provide the Database Manager with a written statement ( ) to that effect and authorize the Database Manager to deal directly with the Regulatory Body. 5. Mechanisms for Data Collection Where a Central has opted to undertake the task of mechanically providing Credit Union Data to the Database Manager, it will do so at the earliest possible opportunity and no later than five months after the end of each calendar year. It will deliver these data in an acceptable format, preferably tab delimited or equivalent, in order that they be readily incorporated into the CUCC Database. Where a Central has requested that the database manager deal directly with the Regulator Body to obtain the data, CUCC will endeavour to reach an agreement with the Regulatory Body such that Credit Union Data are provided at the earliest possible opportunity and no later than five months after the end of each calendar year. These data should be delivered in an acceptable format, preferably tab delimited or equivalent, in order that they be readily incorporated into the CUCC database. During the term of this MOU, the Database Manager, working with the Administrative Coordinator, will strive to simplify and automate wherever possible the data sharing protocols with the Parties or Regulatory Bodies. 6. Data Validation The Parties agree that data validation will be assumed to be the responsibility of the Centrals or, where applicable, the Regulatory Bodies. The Database Manager may, from time to time, consult with the applicable Contact Person or equivalent at a Regulatory Body to raise concerns around validity and may, from time to time, as necessary, request that the Contact Person or their delegate review the applicable Credit Union Data for quality assurance purposes. 7. Confidentiality and Uses of Data

4 Except for disclosure as provided for in subsections through below, the Credit Union Data housed in the CUCC database will be kept confidential by the Parties to the extent permitted by applicable law and will be used by the Parties only for purposes outlined in section 1 of this agreement. The CUCC Database will be made accessible to Centrals and their Member Credit Unions that have provided an applicable Credit Union Consent. In particular, without limiting the generality of the foregoing, the Database Manager in consultation with the Administrative Coordinator and Contact Persons may make suitably aggregated output from the CUCC Database available to: (i) (ii) Outside independent researchers or consultants who have partnered with any Party and who have signed confidentiality agreements with CUCC; Government policy analysts who have agreed to the terms and conditions imposed by CUCC and whose work will serve the interests of credit unions; (iii) Any other person or entity who, with the explicit support of the Parties, is believed to be conducting research and analysis that would advance the interests of the credit union system. 8. Data Security The Administrative Coordinator, working in concert with the Database Manager, will ensure that the CUCC Database is protected from infiltration or abuse through the application of appropriate data protection technology. 9. Data Ownership The Credit Union Data housed in the CUCC Database will continue to be the property of the applicable Member Credit Unions and/or Regulatory Body, depending on the source of the data. 10. Amendments to the MOU This MOU may be amended from time to time as mutually agreed upon in writing by the Parties. 11. Withdrawal from the MOU A Party may, after the third year anniversary of the Effective Date of this MOU, withdraw from this MOU upon giving the other Parties at least six months prior written notice. During the notice period, the withdrawing Party will continue to cooperate in accordance with this MOU. A Party that withdraws from this MOU will continue to honour its obligations of confidentiality specified in this MOU. If any Party withdraws from this MOU, the MOU will remain in effect between the

5 remaining Parties. 12. Protocol for Data Breach or Other Urgent Matter The Parties will observe the following Protocol if any Party identifies a Data Breach or other Urgent Matter. The Party that identifies the Data Breach or Urgent Matter will immediately notify the Administrative Coordinator by telephone or , briefly describing the nature and the urgency of the matter. The Administrative Coordinator will immediately organize and convene a teleconference among the Contact Persons to discuss the Data Breach or Urgent Matter. At the initial teleconference, the Parties will discuss the Data Breach or Urgent Matter and possible individual and collective responses by the Parties. In addition to discussing the substantive aspects of the Data Breach or Urgent Matter and responses thereto, the Parties will endeavour to reach decisions on the following matters of process to govern their responses to the matter going forward: (i) (ii) (iii) Designate one of the Parties as the Party to coordinate regulatory consultations and responses to the Data Breach or Urgent Matter (the Urgent Matter Coordinator ); Designate certain persons within their respective organizations, who may be Contact Persons or other persons, to receive communications and participate in consultations relating to the Urgent Matter; and If appropriate, map out a general schedule of future meetings of the Parties to discuss the Urgent Matter, as well as the form of the meetings (i.e., by teleconference or in-person). 13. Expiry of the Agreement This MOU will expire on the five year anniversary of the Effective Date but is subject to renewal at the discretion of the Parties.

6 SCHEDULE 1: CREDIT UNION DATA Asset Variables Allowance for Doubtful Accounts refers to the amount set aside to recognize probable future loan losses on the loan portfolio. The amount of loan loss provision is recorded on the Balance Sheet as a negative asset. Assets (Total) refers to what a credit union owns, including loans, investment securities and physical assets. Cash refers to assets that are, or can be readily converted into, a means of payment to settle obligations (e.g., coins, currency, funds held in on-demand accounts, etc.) Commercial Loans refers to the total outstanding principal amount of commercial loans, including agricultural loans and commercial mortgages. Consumer Loans refers to the total outstanding principal amount of personal loans. Includes home equity lines of credit (HELOC) where applicable. Liquidity Pool refers to the funds established for the purpose of enabling the pool's members to obtain sufficient cash or the equivalent to meet their commitments as they arise and to do so in a timely manner and at a reasonable cost. Loans refers to assets composed of the total amount of loans remaining to be paid at a point in time, that is, the total amount owed to a credit union by its members. Other Liquid Investments refers to funds on deposits at Centrals/Banks in current and demand accounts and all other liquid investments (such as short-term treasury bills, bonds and highly graded short term commercial paper, valued at market). Residential Mortgages refers to the total outstanding principal amount of loans to individuals against residential property. Includes home equity lines of credit (HELOC) where applicable. Liability Variables Deposits (Total) refers to the total of funds held for the credit of members, the interest rate and terms of repayment for which are defined by a deposit contract or policy of the credit union. Demand Deposits refers to those deposits subject to withdrawal on demand by the depositor. Term Deposits refers to deposits payable at a specified date, after a specified time or after a specified notice period. Total Registered Plans refers to registered retirement savings plans (RRSPs), registered retirement income funds (RRIFs), registered disability savings (RDSPs), registered education savings plans (RESPs) and tax-free savings accounts (TFSAs).

7 Equity Variables Equity (Total) refers to the net worth of a credit union. Equity of a credit union represents members investment plus retained earnings or minus losses. Equity can also be calculated as the difference between assets and liabilities. Tier 1 Capital refers to permanent capital comprised primarily of retained earnings but also voting shares, qualifying investment shares and contributed surplus and any other component of Tier 1 capital as defined by the provincial regulator. Tier 2 Capital refers to secondary capital as defined by the provincial regulator, which includes subordinated debentures and other investment shares that generally do not qualify for Tier 1 capital. Total Risk-Weighted Assets refers to total assets adjusted by applying applicable regulatory pre-determined risk-weight factors to reflect the riskiness of on and off-balance sheet exposures. Income Variables Interest Income refers to loan income and investment income. Investment Income refers to interest and dividends earned from cash and investments, amount of gains (or losses) incurred from investments other than derivatives during this reporting period, and the gains (or losses) realized from derivative related activities (includes hedging and trading activities). Loan Income refers to interest earned from personal loans, residential mortgage loans, commercial loans, institutional loans, unincorporated loans and agricultural loans. Other Income refers to fee income related to banking activities other than lending, such as service charges on chequing and deposit accounts, NSF cheques, cheque certification, loan administration fees, fee income generated by the credit union through various agency, such as CUIS, CUMIS, MasterCard and gains/losses on foreign exchange. Expense Variables Administration Expenses refers to accounting and legal fees, amortization of goodwill, league dues, clearing charges, RRSP, RRIF and OHOSP fees, training expenses including workshops, seminars, university and professional courses. Bad Debt Expenses (i.e, provision for loan losses) refers to the amount charged or credited to income necessary to bring the allowance for credit losses to a level that is sufficient to cover specifically identified credit related losses in the credit union s loan portfolio. Cost of Funds (Interest on Deposits) refers to the interest paid to or accrued for demand deposits (includes paid or accrued on dividend-bearing deposits), the amount of interest paid or accrued for term deposits, and the amount of interest paid or accrued for registered plan deposits.

8 Cost of Funds (CU Borrowing) refers to interest paid to leagues and other financial institutions on loans granted to the institution. Data Processing Expenses refers to the expense of renting and maintaining computer equipment, automatic teller machines, photocopiers, and other computerized equipment. Dividends and Patronages refers to the total of dividends and patronages payments. Dividends refers to the amount of distributions the credit union has paid to its members which resulted in a transfer from retained earnings to members equity. Patronage refers to the total dollar amount the credit union has allocated to the members based on their use of credit union services. Income Taxes Expenses refers to the net amount of current and deferred provincial and federal income taxes and any recoveries resulting from loss carry forwards. Interest Expenses refers to the cost of funds for both interest on deposits and other credit union borrowings. Occupancy Costs refers to rent and associated costs such as common area expenses, repairs and maintenance, amortization of real estate owned by the credit union and leasehold improvements, property taxes and utilities costs. Other Expenses refers to all other administration expenses not covered above. Operating Expenses refers to expenses incurred by a credit union that are not related to deposit costs or CU Borrowing. Includes personnel expenses, data processing expenses, administration expenses and occupancy costs. Personnel Expenses refers to salaries, bonuses, consulting fees, and other forms of remuneration incurred to acquire the services of full-time, part-time, and temporary staff, consultants, board members and committees. Taxes Payable refers to actual income taxes paid by the credit union in a given year (i.e., cash out). Other Variables 30 days < 90days delinquency refers to the dollar value of loans in arrears from 30 to 89 days. > 90 days delinquency refers to the dollar value of loans in arrears over 90 days. Employees refers to the number of full-time staff plus part-time staff expressed as full-time equivalents. For example, if the credit union has 10 full-time employees and 3 employees who

9 each work half the regular work week, the credit union would report a total of 11.5 employees (FTE), that is, 10 full-time part-time (FTE) = 11.5 employees (FTE). Locations refers to physical branches and any service locations at the head office. Membership refers to total number of members belonging to the credit union.