Corporate Governance

 Your Partner, Your Bank

Corporate Governance

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announcements. View the Bank’s dividends history and AGM Speeches. You can also access our annual report and find out about the Annual General Meeting.

Board Responsibilities

The Board provides entrepreneurial leadership to the Group within a framework of sound corporate governance practices including overseeing regulatory compliance, establishing a sound and prudent system of internal control and ensuring the integrity of the Group’s internal control and risk management. Additionally, the Board is responsible for charting the overall strategy and direction of the Group including setting, monitoring and reviewing the strategic, financial and operational plans to ensure the sustainability of the  Group. The Board establishes the Group’s values and ensures that the interest of the shareholders and other stakeholders are understood, protected and met. 

Board Size and Composition

The size of the Board is mandated by the By-Laws of the Bank. Pursuant to Article 4.2 of the By-Laws, the Board comprises of eight (8) directors and one (1) Managing Director, the ex-officio director in accordance with the article. Collectively, the Board comprises of diverse and dedicated professionals, who bring sound business insight, experience and expertise to the table. 

Independence of the Board

All directors, except the Managing Director are independent in accordance with established best corporate governance principles and make decisions objectively and in the best interest of the Group. There is a clear delineation of roles and responsibilities between the Chairman and the Managing Director. There is no one individual with excessive power in decision making of the Group. The separation facilitates accountability, removes conflicts and enhances the Board’s oversight role of management. 

Conflicts of Interest

The Bank maintains a Director’s Conflict of Interest Policy. This policy is designed to promote integrity, deter wrongdoing and to maintain stakeholders’ confidence. All directors must avoid situations in which their personal interests conflict with those of the Group. Upon appointment to the Board, directors are required to inform of their other interests and must notify the Chairman and Company Secretary of any material change to their interests. If a director has a conflict, he/she must declare, leave the room and does not participate in any discussion or vote on the proposed matter. Such disclosure is recorded in the minutes of the meeting. 

Director's Tenure

In accordance with the By-Laws of the Bank, each director, except the Managing Director, unless tenure is sooner determined, shall hold office from the date on which he is elected or appointed until the close of the third, annual general meeting of shareholders, with each Director being eligible for re-election/reappointment, if qualified. The Board is selected from nominees submitted by shareholders and votes are cast to elect nominees who accept the nomination. Shareholders who hold 12.5% of issued ordinary shares shall be entitled to appoint one director for each 12.5% of the issued ordinary shares of the company. The Government of the Commonwealth of Dominica currently is the single largest shareholder and is allowed to appoint a maximum of three (3) directors to the board based on its current shareholding (See the shareholding distribution).

Investor Forms, Documents and Annual Reports

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    Shareholder forms and other documents

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