Code of Best Practice on Corporate Governance
|
Bank’s Adherence |
| C - Relationship with Shareholders |
| C.1 -Constructive use of the General Meetings |
Building up Relationships with Shareholders
(Principle C.1 - Boards should use the AGM to communicate with investors and encourage their participation) |
The Bank always welcomes active participation of the shareholders at the General Meetings and solicits their views at all times, thus promoting a healthy dialogue. Whenever possible, the Bank implements their suggestions. |
Making Available the Notice of Meeting, Related Documents and a Summary of the Procedures Governing Voting at the General Meetings
(Principle C.1.1 - Companies should count all proxy votes and, except where a poll is called, should indicate the level of proxies lodged on each resolution, and the balance for and against the resolution, after it has been dealt with on a show of hands) |
All proxy votes are counted and documented when a resolution is proposed at an AGM. |
| (Principle C.1.2 - Companies should propose a separate resolution at the AGM on each substantially separate issue and should in particular propose a resolution at the AGM relating to the adoption of the report and accounts) |
Each substantially separate issue is proposed as a separate resolution. The adoption of the report and accounts is also proposed as a separate resolution. |
| (Principle C.1.3 - The Chairman of the Board should arrange for the Chairman of the Audit, Remuneration and Nomination Committees to be available to answer questions at the AGM if so requested by the Chairman) |
The Chairman of the Board is also the Chairman of the Remuneration and Nomination Committees. The Chairman of the Board and the Chairman of the Audit Committee are present at the AGM. |
(Principle C.1.4 - Companies should arrange for the Notice of the AGM and related papers to be sent to shareholders at least
21 calendar days or other period determined by statute before the meeting) |
21 clear days notice was given to the shareholders in 2007 per the terms of the provisions setout in the Companies Act No.17 of 1982 and the Memorandum of Association of the Bank. According to the new Companies Act No.7 of 2007, the period for notice required to be given to the shareholders is 15 market days. This requirement will be adhered to from 2008. |
| (Principle C.1.5 - Companies should Circulate with every Notice of General Meeting, a Summary of the Procedures, Governing Voting at General Meetings) |
A summary of the procedure governing voting at the Annual General Meeting is given on the proxy form. |
| Enhancing shareholder value |
The market capitalisation of the Bank’s shares stood at Rs. 34.234 billion, as at December 31, 2007 (which was the highest market capitalisation published by any financial institution in the country), an increase of 30.68% compared to the previous year end. Three interim dividends of Rs. 1.50 per share (Voting and Non-Voting) each were paid during the year whilst a final dividend of Rs. 2.50 per share (Voting and Non-Voting) has been proposed for 2007. These bear ample testimony to the Bank’s concerted efforts at enhancing shareholder value. |
| C.2 - Major Translations |
Disclosure of Major Transactions and their Impact on the Consolidated Net Assets.
(Principle C.2 - Directors should disclose to shareholders all proposed corporate transactions, which if entered into, would materially alter/vary the Company’s net asset base or in the case of a Company with subsidiaries, the consolidated Group net asset base) |
There were no other major transactions that materially affected the Bank’s net assets base, other than what has been disclosed in the Annual Report. |
| (Principle C.2.1 - Prior to a Company engaging in or committing to a ‘Major Transaction’, involving the acquisition, sale or disposition of greater than half of the net value of the Company’s assets or that of a subsidiary which has a material bearing on the consolidated net assets of the Company, Directors should disclose to shareholders all material facts of such transaction) |
This will be done where relevant. However, the Bank has not engaged nor committed for such transactions in 2007. |