ភាសាខ្មែរ
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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 2017 Annual General Meeting of Shareholders was held on May 9, 2017 at the Bank's Headquarters and an additional five 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 2016 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 2017 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 2017 were:
- The approval of the audited consolidated annual financial statements 2016 of the Bank and its group and the audited quarterly financial statements for the first and second quarters of 2017.
- The approval of dividend distribution of 2016 net profit after tax and the transfer of the remaining net profit after tax to the Bank's general reserves.
- The approval of the annual report 2016 of the Bank and its Group.
- The approval to discontinue the quarterly external audit for the Bank and its Group from 3rd quarter 2017 and 2018.
- The approval of the Bank's strategic plan 2018 and budget plan.
- The approval of the change of the Bank's logo.
- The revision and approval of the Board's policies.
- The review and approval of the TORs of each of the Board's Committees.
- The approval to set up an additional permanent committee named the Board Information and Technology Committee (BITCO) and the re-appointment of directors on the relevant Boards in its subsidiaries.
- The approval of an additional capital injection and a loan to its subsidiary, the ACLEDA Institute of Business.
- The approval on borrowings, senior loans, senior syndicated loans and subordinated loans from national and international lenders.
Following the Meeting
The Minutes of the 2017 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.
