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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 2019 Annual General Meeting of Shareholders was held on April 25, 2019 and the Shareholders' Extraordinary General Meeting was held on August 8, 2019 respectively at the Bank's Headquarters, and an additional four 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 2018 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 2019 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 Corporate Secretary recorded the Minutes and details of votes for each agenda item.

The matters approved in 2019 were:

• Approval of the Bank's IPO and/or Listing its shares up to 20% of total Bank's shares on the Cambodia Securities Exchange (CSX) at which the first tranche shall be up to 2% of total Bank's shares and the second tranche will be decided by the Shareholders thereafter.
• Approval of the IPO price range.
• The approval of the Consolidated and Separated Financial Statements, and Management letter for the year ended December 31, 2018, which have been audited by the external auditor, PwC.
• The approval of dividend distribution of 2018 net profit after tax and the transfer of the remaining net profit after tax to the Bank's general reserves.
• Approval of the consolidated and separate Interim Financial Statements and Management Letter of ACLEDA Bank Plc. for the first, second and third quarters of 2019.
• The approval of a capital increase of ACLEDA Bank Plc. and its subsidiary.
• The approval of acknowledgement and recognition of Board and Shareholder representatives.
• The approval of amendments to MAOA and SSA.
• The approval of the annual report 2018 of the Bank and its Group.
• The approval of the Revised Dividend Policy.
• Approval of the dissolution of ACLEDA Properties Ltd. (ACP).

Following the Meeting

The Minutes of the 2019 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.