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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 a 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 2020 Annual General Meeting of Shareholders was held on April 7, 2020 and two Shareholders' Extraordinary General Meetings were held on February 20, 2020 and November 23, 2020 respectively at the Bank's Headquarters. 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 2020 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 and Extraordinary General Meetings.

During the Meeting

The 2020 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 decisions made in 2020 were:

  1. Approval of the new price range of the Bank's share for an IPO.
  2. Approval of the Special Purpose Consolidated and Separate Financial Statements for the year ended December 31, 2019 of ACLEDA Bank Plc. and Subsidiaries, which were issued by KPMG Cambodia Ltd.
  3. Approval of the Consolidated and Separate Financial Statements of ACLEDA Bank Plc. for the year ended December 31, 2018 and December 31, 2019 in accordance with Cambodian International Financial Reporting Standards (CIFRS) which were audited by the external auditor, KPMG.
  4. Approval of dividend distribution and transfer of the remaining balance of the Net Profit After Tax to the General Reserve.
  5. Approval of amendments to the Subscription and Shareholders' Agreement (SSA) and the Memorandum and Articles of Association (MAoA) of ACLEDA Bank Plc.
  6. Approval of the Director Nomination Policy.
  7. Approval and recognition of the appointment of new Board members and Shareholders' representatives in ACLEDA Bank Plc.
  8. Acknowledgement of the nationality of ACLEDA Bank Plc.
  9. Acknowledgement that the name of "Triodos Custody B.V." being legal owner of the assets of Triodos Fair Share Fund, has been changed to “Legal Owner Triodos Funds B.V.”
  10. Approval of the re-appointment of Dr. In Channy, Mr. Chhay Soeun, and Mr. Rath Yumeng as Board members of ACLEDA Bank Plc. for the next three-year term.
  11. Approval of the Annual Report of the Bank for the year 2019.
  12. Approval of the Bank's remuneration and nomination policy.
  13. Receipt of the report of the Chairman for 2019 and the Cambodia economic outlook report.
  14. Receipt of the report of Group Managing Director for 2019 and Strategic plans for ACLEDA Bank Plc. and Group.
  15. Receipt of the progress report on the process of ACLEDA Bank Plc.'s IPO/listing.
  16. Approval to change ACLEDA Bank's logo to improve its brand and identity.
  17. Approval of the AFT's investment in AIB in the amount of US$10 million to take up 6,047,046 shares equal to 23.3910% of the total posted new shares issued.
  18. Approval to cease AIB's investment in AMM.
  19. Approval of the selection of Grant Thornton as external auditor of the Bank for the financial year 2021.

Following the Meeting

The Minutes of the 2020 Annual General Meeting and Extraordinary General Meetings of the Shareholders were circulated to 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.

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