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Corporate Governance

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.

Shareholders' Meeting

The Bank holds its Annual General Meeting of Shareholders in compliance with the law, the Articles of Association and other relevant regulations. The 2018 Annual General Meeting of Shareholders was held on May 10, 2018 at the Bank's Headquarters and an additional ten 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 2017 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 2018 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 2018 were:

• The approval of creating ACLEDA-Jardines Educational Foundation Organization and allowing its use of ACLEDA Bank Plc. Headquarters for its operations and joint name, ACLEDA-Jardines as registered at the Ministry of Interior.
• The approval of increasing the capital of ACLEDA Institute of Business in the amount of US$2M and provide senior loans of US$4M in 2018 and US$1M in 2019.
• The approval of nominating Mr. Ly Thay, as a new Shareholder Representative of ASA, Plc. in ACLEDA Bank Plc. to replace Mr. Svay Hay.
• The approval of the General Policy Guidelines.
• The approval of the Consolidated and Separated Financial Statements, and Management letter for the year ended December 31, 2017 which have been audited by the external auditor, PwC.
• The approval of dividend distribution of 2017 net profit after tax and the transfer of the remaining net profit after tax to the Bank's general reserves.
• The approval of a capital increase from stock dividend distribution.
• The approval of the annual report 2017 of the Bank and its Group.
• The approval of the Dividend Policy.
• The approval of the Audit Engagement Letter with KPMG and the audit fee.
• The approval of increasing the registered capital of ACLEDA MFI Myanmar Co., Ltd. (AMM) in the amount of US$8 Million (Eight Million US Dollars).
• The approval of the consolidated and separate Financial Statements of ACLEDA Bank Plc. for the year ended December 31, 2017 in accordance with Cambodian International Financial Reporting Standards (CIFRS) which have been done by PwC.
• The approval and recognition of Mr. Yuichi Nishimura as a shareholder representative of SMBC in ACLEDA Bank Plc.

Following the Meeting

The Minutes of the 2018 Annual General Meeting of Shareholders were circulated to all Shareholders for their perusal prior to confirmation at the next Annual General Meeting.

Shareholders

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.