ACLEDA Bank Plc. recognizes the critical importance of corporate governance in supporting the Bank's sustainable growth, enhancing the efficiency of the Bank, creating shareholder value, and securing trust for all stakeholders including shareholders, customers, staff and the general public. The Board of Directors supports and encourages the adoption and implementation of good corporate governance policies, together with the code of conduct and business ethics.
The Bank holds its Annual General Meeting of Shareholders in compliance with the law, the Articles of Association and other relevant regulations. The 2015 Annual General Meeting of Shareholders was held on May 7, 2015 at the Bank's Headquarters and an additional three resolutions were passed by e-mail during the year. The Bank took the following actions:
Prior to the Meeting
The Meeting Notice, contains detailed agendas, factual details, rationale and Board recommendations for each agenda item as well as accompanying documents and the 2014 Annual Report and the Report of Financial Statements produced by the external auditor. The Meeting Notice and accompanying documents were prepared in English and were delivered to all Shareholders in advance of the Annual General Meeting.
During the Meeting
The 2015 Annual General Meeting of Shareholders was chaired by the Chairman of the Board. The Chairman of the Meeting allowed Shareholders full opportunity to ask questions and make recommendations and provided comprehensive clarification when requested. Management also clarified and answered related issues. The Minutes and details of votes for each agenda item were recorded by the Company Secretary.
The matters approved in 2015 were:
- The Financial Statements for the year ending December 31, 2014 which were audited and certifi ed by the external auditor, PwC.
- The payment of a dividend of 50% of NPAT of 2014 in the form of a stock dividend at US$0.1782 per share for capital increase and automatically transfer the remaining balance to the general reserve.
- The Annual Report for the year 2014 of ACLEDA Bank Plc.
- A capital increase of US$40,190,445 in the form of a stock dividend paid by the Bank issuing the rights at PAR to be taken up by the Shareholders in their shareholding proportion in ACLEDA Bank Plc.
- The appointment of KPMG as the Bank's auditors for the year 2015.
- The share transfer from JSH Asian Holdings Limited to SMBC and ORIX.
- The Amendment and 12th Subscription and Shareholders' Agreement and the Amendment to the MAoA of the ACLEDA Bank Plc.
- The establishment of a Steering Committee for the Capital Plan.
- The increment of members of the Board of Directors from nine to ten.
- The Recognition of two Independent Directors and new Non-executive Directors in ACLEDA Bank Plc.
- The additional budget for ACLEDA Headquarters Building Extension Project.
Following the Meeting
The Minutes of the 2015 Annual General Meeting of Shareholders were circulated to all Shareholders for their perusal prior to confirmation at the next Annual General Meeting.
The shareholders are the owners of the Bank. However, except for approving certain critical strategic matters the shareholders have no direct powers to manage it in any way but delegate this responsibility to the Board of Directors through the Articles of Association.
Please click here for the detailed information of ACLEDA Bank Plc.'s Shareholders.