FIMBank Group Annual Report & Financial Statements 2021
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Principles 9 and 10: Commitment to institutional shareholders, an informed market and
transparency in dealings by directors, management and staff
The Chairman arranges for all Directors including the Chairmen of all the Committees to be available to answer questions at the Annual General
Meeting. All eligible Shareholders are served with a notice to attend the Annual General Meeting, which is usually held during the first half of the
year, however as a result of the pandemic and further to legislative amendments carried out to the Companies Act in this respect, during the year
2021 the Annual General Meeting of the Bank was held in July. The notice contains all the resolutions proposed for approval by the Annual General
Meeting and, as necessary, notes accompanying such resolutions. Pursuant to the Companies Act, notices are delivered to Shareholders at least
fourteen clear days before the date of the Annual General Meeting. Advance notification of the resolutions proposed for approval is also given by
way of a Company Announcement as soon as these are decided and approved, normally at the same Board Meeting that approves the Annual
Financial Statements. The Board also considers the Annual Report to be an effective document which, in addition to the statutory disclosures,
contains detailed information about the Group’s performance. Moreover, the Board ensures that the Annual General Meeting serves as a medium
at which information is communicated to Shareholders in a transparent and accountable manner. Additionally, the Bank holds meetings from time
to time with financial intermediaries and financial market practitioners to disseminate information about the Group’s progress, activities and
financial performance. These meetings are usually organised to follow the publication of the half yearly and annual financial results as well as in
connection with other Group developments and events. Procedures are in place to resolve conflicts between minority shareholders and controlling
shareholders.
The Board complies with the provisions of the Bank’s Memorandum and Articles of Association, as well as all legislation, rules and regulations that
require it to maintain a fair and informed market in the Bank’s equity securities. It discharges its obligations by having in place, formal procedures
for dealing with potentially price-sensitive information and ensuring the proper conduct of its officers and employees in that regard. Regular
contact with Shareholders and the general market is maintained through Company Announcements, which are issued in conformity with the
obligations arising from the Capital Markets Rules. During 2021 the Bank issued fourteen announcements.
The Board also complies with the provisions of the Bank’s Articles of Association insofar as minority rights are concerned. In accordance with the
article 65 of the Bank’s Articles of Association, minority Shareholders may convene an Extraordinary General Meeting, in the same manner, as
nearly as possible, as that in which meetings may be convened by the Directors.
The Bank also maintains a presence on the web through www.fimbank.com which, includes an informative and comprehensive Investor Relations
section that contains, amongst other things, all Company Announcements, Annual General Meeting information and regulated information.
The FIMBank Financial Instruments Internal Code of Dealing which has been drawn up in accordance with the requirements of the Capital Markets
Rules contains dealings restriction guidelines and reporting procedures to be observed by Directors, management and employees when dealing,
or prospecting to deal, in the Bank’s equity securities. Directors and employees are also notified by the Company Secretary of their obligations to
observe the restricted ‘time-windows’ accompanying the publication of half yearly and annual financial results during which no dealings in the
Bank’s equity securities are allowed.
Control by any Shareholder, whether direct or indirect, and any potential abuse thereof, is regulated by the Banking Act and Rules issued
thereunder. The Act and such Rules provide mechanisms for, and obligations on, persons intending to acquire control, as well as on all Directors
and management, to notify and report to the supervisory authorities in such eventuality. There are additional obligations on Directors in terms of
the Capital Markets Rules and there is good communication in place between the management, the Company Secretariat and the Board to ensure
that any issues are flagged and acted upon appropriately.
Principle 11: Conflicts of interest
While the overall tone for instilling a strong culture about the proper management of conflicts of interest is set at the top, situations of potential
conflicts of interest with Board Members are in the first instance specifically regulated by Clauses 119 and 120 of the Bank’s Articles of Association.
In terms of the Articles of Association, in the event of a conflict-of-interest situation, real or potential, arising in connection with any matter, the
interest has to be declared. In particular, the Director concerned refrains from taking part in proceedings relating to the matter and his vote is
excluded from the count of the decision. The minutes of Board Meetings, as well as those of Board Committees, invariably shall include a suitable
record of such declaration and of the action taken by the individual Director concerned. In the event that such steps do not eliminate the grounds
for conflict then the Director should consider resigning. Similar arrangements apply to management in the course of the conduct of their duties at
Board Committees. Besides, where Directors and management have related party involvements, these are reported and it is an integral part of the
Board Audit Committee’s terms of reference to provide oversight on related party transactions.