SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereto
duly authorized.
March
19,
2008
Banco
Latinoamericano de Exportaciones,
S.A.
|
|
By:
/s/ Pedro Toll
|
|
Name:
Pedro Toll
|
Title:
Deputy Manager
|
BANCO
LATINOAMERICANO DE EXPORTACIONES, S.A.
Street
address:
Calle
50 and Aquilino de la Guardia
Mailing
address: P.O. Box 0819-08730
Panama
City, Republic of Panama
March
14,
2008
Dear
Common Stockholders:
You
are
cordially invited to attend the Annual Meeting of Stockholders (the “Annual
Meeting”) of Banco Latinoamericano de Exportaciones, S.A. (hereinafter called
the “Bank”) to be held at the Panama Marriott Hotel, Calle 52 and Ricardo Arias,
Panama City, Republic of Panama, on Tuesday, April 15, 2008, at 9:30 a.m.
(Panama time).
At
the
Annual Meeting, the holders of the shares of all classes of the Bank’s common
stock will be asked to vote:
|
(1)
|
to
approve the
Bank’s
audited financial statements for the fiscal year ended December 31,
2007 (Proposal 1);
|
|
(2)
|
to
appoint Deloitte as the Bank’s independent auditors for the fiscal year
ending December 31, 2008 (Proposal
2);
|
|
(3)
|
to
elect three directors (two directors to represent the holders of
the class
A shares of the Bank’s common stock
and
one
director to represent the holders of the class E shares of the
Bank’s
common stock), each to serve a three-year term (Proposal 3);
and
|
|
(4)
|
to
transact such other business as may properly come before the Annual
Meeting or any postponements or adjournments
thereof.
|
Proposal
1, Proposal 2 and Proposal 3 are more fully described in the attached Proxy
Statement. Also attached are a Notice of the Annual Meeting and a proxy card.
Copies of the Bank’s 2007 Annual Report which includes its financial statements
for the fiscal year ended December 31, 2007 may be obtained by writing to
Mr.
Jaime Celorio at the Bank, Calle 50 and Aquilino de la Guardia, P. O. Box
0819-08730, Panama City, Republic of Panama, or by visiting the Investor
Relations section of the Bank’s website at www.bladex.com.
To
ensure
that you are properly represented at the Annual Meeting as a stockholder,
we ask
that you please read and complete the enclosed materials promptly, and that
you
duly sign and date the proxy card with your vote. Should you attend the Annual
Meeting in person, you will be able to vote in person if you so desire,
regardless of the proxy card you sent.
The
Board
of Directors of the Bank (the “Board”) requests that you to vote
FOR
the
proposals as set forth in the proxy card. Your vote and support are important
to
the Bank.
On
behalf
of the Board, we thank you for your cooperation and continued support, and
look
forward to seeing you in Panama on Tuesday, April 15, 2008.
Sincerely,
|
|
|
|
Ricardo
Manuel Arango
|
Secretary
|
BANCO
LATINOAMERICANO DE EXPORTACIONES, S.A.
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD ON APRIL 15, 2008
NOTICE
IS
HEREBY GIVEN to all holders of the issued and outstanding shares of common
stock
of Banco Latinoamericano de Exportaciones, S.A., a Panamanian corporation
(hereinafter called the “Bank”), as of the record date set forth below, that the
2008 Annual Meeting of Stockholders (such meeting, including any postponements
or adjournments thereof, hereinafter referred to as the “Annual Meeting”) of the
Bank will be held at the Panama Marriott Hotel, Calle 52 and Ricardo Arias,
Panama City, Republic of Panama, at 9:30 a.m. (Panama time), on Tuesday,
April
15, 2008. The Annual Meeting will be held for the following
purposes:
|
(1)
|
to
approve the Bank’s audited financial statements for the fiscal year ended
December 31, 2007 (Proposal
1);
|
|
(2)
|
to
appoint Deloitte as the Bank’s independent auditors for the fiscal year
ending December 31, 2008 (Proposal
2);
|
|
(3)
|
to
elect three directors (two directors to represent the holders of
the class
A shares of the Bank’s common stock and one director to represent the
holders of the class E shares of the Bank’s common stock)
to
the Board of Directors of the Bank (the “Board”), each to serve a
three-year term; and
|
|
(4)
|
to
transact such other business as may properly come before the Annual
Meeting.
|
The
Board
has fixed the close of business on March 11, 2008 as the record date for
determining stockholders entitled to notice of, and to vote at, the Annual
Meeting. The presence (in person or by proxy) of holders representing at
least
one half (½) of the total issued and outstanding shares of all classes of the
Bank’s common stock, plus one additional share of the Bank’s common stock, is
necessary to constitute a quorum at the Annual Meeting. In addition, the
presence (in person or by proxy) of holders representing at least one half
(½)
of the issued and outstanding shares of each class of the Bank’s common stock
electing directors at the Annual Meeting, plus one additional share of each
such
class, is necessary to constitute a quorum at the Annual Meeting for the
purpose
of electing such directors. If a quorum is not present at the Annual Meeting
scheduled to be held on Tuesday, April 15, 2008 at 9:30 a.m. (Panama
time), then a second meeting will be held at 9:30 a.m. (Panama time) on
Wednesday, April 16, 2008 at the same location, with the stockholders present
(in person or by proxy) at such second meeting. At this second meeting, a
quorum
will be constituted by the stockholders present (in person or by proxy) at
such
meeting; and for the purpose of electing directors, a quorum at this second
meeting will be constituted by the stockholders of each separate class of
shares
present (in person or by proxy) at such meeting.
Stockholders
are requested to complete, date and sign the enclosed proxy card and return
it
promptly in the envelope provided, even if they expect to attend the Annual
Meeting in person. If stockholders attend the Annual Meeting, they may vote
in
person if they so desire, even if they have previously mailed their proxy
cards.
The enclosed proxy card is being solicited by the Board. Each Proposal and
the
mechanisms for voting, in person or by proxy, are more fully described in
the
attached Proxy Statement.
By
Order of the Board of Directors,
|
|
|
|
Ricardo
Manuel Arango
|
Secretary
|
March
14,
2008
IT
IS IMPORTANT THAT ALL STOCKHOLDERS BE REPRESENTED (IN PERSON OR BY PROXY)
AT THE
ANNUAL MEETING. PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
CARD
PROMPTLY IN THE ENCLOSED ADDRESSED ENVELOPE, EVEN IF YOU PLAN TO ATTEND THE
ANNUAL MEETING IN PERSON.
STOCKHOLDERS
WHO ATTEND THE ANNUAL MEETING IN PERSON MAY REVOKE THEIR PROXIES AND VOTE
IN
PERSON IF THEY SO DESIRE.
TABLE
OF CONTENTS
|
|
Page
|
|
Solicitation
|
|
|
5
|
|
Voting
|
|
|
5
|
|
Outstanding
Shares and Quorum
|
|
|
6
|
|
Proposal
1 – Approval of the Bank’s Audited Financial Statements
|
|
|
8
|
|
Proposal
2 – Appointment of Independent Auditors
|
|
|
9
|
|
Proposal
3 – Election of Directors
|
|
|
10
|
|
Information
as to the Board, Committees, Advisory Council and Non-Executive
and
Executive Officers
|
|
|
12
|
|
Information
as to Non-Executive Officers of the Board (
Dignatarios
)
|
|
|
14
|
|
Meetings
of the Board of Directors and Committees
|
|
|
14
|
|
Audit
and Compliance Committee
|
|
|
15
|
|
Credit
Policy and Risk Assessment Committee
|
|
|
16
|
|
Assets
and Liabilities Committee
|
|
|
16
|
|
Nomination
and Compensation Committee
|
|
|
17
|
|
Business
Committee
|
|
|
18
|
|
Advisory
Council
|
|
|
18
|
|
Executive
Officers
|
|
|
19
|
|
Compensation
of Executive Officers and Directors
|
|
|
21
|
|
Executive
Officers Compensation
|
|
|
21
|
|
2007
Chief Executive Officer Compensation
|
|
|
22
|
|
Board
of Directors Compensation
|
|
|
22
|
|
2008
Stock Incentive Plan
|
|
|
23
|
|
Beneficial
Ownership
|
|
|
23
|
|
Corporate
Governance Practices
|
|
|
25
|
|
Transactions
with Related Persons
|
|
|
26
|
|
Audit
and Compliance Committee Report
|
|
|
26
|
|
Stockholder
Proposals for 2009 Annual Meeting
|
|
|
27
|
|
Other
Matters
|
|
|
28
|
|
BANCO
LATINOAMERICANO DE EXPORTACIONES, S.A.
PROXY
STATEMENT
FOR
THE 2008 ANNUAL MEETING
OF
STOCKHOLDERS
TO
BE HELD ON APRIL 15, 2008
This
Proxy Statement is being furnished to holders of shares of common stock of
Banco
Latinoamericano de Exportaciones, S.A. (hereinafter called the “Bank”) in
connection with the solicitation by the Board of Directors of the Bank (the
“Board”) of proxies to be used at the 2008 annual meeting of stockholders (the
“Annual Meeting”) to be held on Tuesday, April 15, 2008 at the Panama Marriott
Hotel, Calle 52 and Ricardo Arias, Panama City, Republic of Panama, at 9:30
a.m.
(Panama time), and at any postponements or adjournments thereof. Unless the
context otherwise requires, all references to the Annual Meeting in this
Proxy
Statement shall mean the Annual Meeting and any postponements or adjournments
thereof.
The
Annual Meeting has been called for the following purposes:
|
(1)
|
to
approve the Bank’s audited financial statements for the fiscal year ended
December 31, 2007 (See Proposal
1);
|
|
(2)
|
to
appoint Deloitte as the Bank’s independent auditors for the fiscal year
ending December 31, 2008 (See Proposal
2);
|
|
(3)
|
to
elect three directors (two directors to represent the holders of
the class
A shares of the Bank’s common stock and one director to represent the
holders of the class E shares of the Bank’s common stock) to the Board,
each to serve a three-year term;
and
|
|
(4)
|
to
transact such other business as may properly come before the Annual
Meeting.
|
The
Board
recommends that all stockholders vote
FOR
each of
Proposal 1 and Proposal 2. With respect to Proposal 3, the Board has
nominated and recommends that all holders of the class E shares vote
FOR
Mario
Covo as
a
director
to represent the holders of the class E shares.
This
Proxy Statement is being mailed to stockholders entitled to vote at the Annual
Meeting on or about March 14, 2008. If the enclosed proxy card is properly
executed and returned to the Bank in time to be voted at the Annual Meeting,
the
shares represented thereby will be voted in accordance with the instructions
marked thereon. The presence of a stockholder at the Annual Meeting will
not
automatically revoke that stockholder’s proxy. Stockholders may, however, revoke
a proxy at any time prior to its exercise by delivering to the Bank a duly
executed proxy bearing a later date, by attending the Annual Meeting and
voting
in person, or by providing written notice of revocation to the Secretary
of the
Bank at Calle 50 and Aquilino de la Guardia, P.O. Box 0819-08730, Panama
City,
Republic of Panama. Unless revoked or unless contrary instructions are given
(either by vote in person or by subsequent proxy), if a proxy is duly signed,
dated and returned, but has no indication of how the applicable stockholder
wants to vote with respect to any of the proposals set forth in such proxy,
then
such proxy will be deemed to grant authorization to vote as follows: (1)
FOR
Proposal
1 to approve the Bank’s audited financial statements for the fiscal year ended
December 31, 2007; (2)
FOR
Proposal
2 to appoint Deloitte as the Bank’s independent auditors for the fiscal year
ending December 31, 2008; (3)
FOR
Proposal
3 to elect two directors to represent the holders of the class A shares in
the
proxy holders’ discretion, and to elect Mario Covo as a director to represent
the holders of the class E shares of the Bank’s common stock; and (4) in
accordance with the best judgment of the proxy holders with respect to any
other
matters which may properly come before the Annual Meeting.
Any
stockholder that shares an address with another stockholder may receive only
one
set of proxy materials unless that stockholder has provided contrary
instructions. If such a stockholder wishes to receive a separate set of proxy
materials, the additional copy can be requested by contacting the Secretary
of
the Bank at Calle 50 and Aquilino de la Guardia, P. O. Box 0819-08730, Panama
City, Republic of Panama. A separate set of proxy materials will be sent
promptly following receipt of the request. If such a stockholder wishes to
receive a separate set of proxy materials in the future, the request may
be made
at the same address provided above.
Solicitation
The
cost
of soliciting proxies will be borne by the Bank. In addition to the solicitation
of proxies by mail, the Bank, through its directors, officers and other
employees, may solicit proxies in person or by telephone, fax or e-mail.
The
Bank will also request persons, firms and corporations holding shares in
their
names or in the names of nominees, which are beneficially owned by others,
to
send the proxy material to, and obtain proxies from, such beneficial owners,
and
will reimburse such holders for their reasonable expenses in doing so. The
Bank
may engage a proxy soliciting firm to assist in the solicitation of proxies.
The
cost of the services provided by such firm is not expected to exceed
approximately $8,000, plus out-of-pocket expenses.
Voting
The
shares of the Bank that entitle the holders of such shares to vote at the
Annual
Meeting consist of the class A shares, class B shares, and class E shares,
with
each share entitling its owner to one vote per share at meetings of the
stockholders of the Bank, except with respect to the election of directors.
For
the election of directors, the votes of the holders of each class of shares
of
the Bank’s common stock will be counted separately as a class to elect the
director(s) that represent such class.
The
holders of each class of common stock have cumulative voting rights with
respect
to the election of directors, which means that the stockholders of each class
have a number of votes equal to the number of shares of such class held by
each
stockholder, multiplied by the number of directors to be elected by such
class.
A stockholder can cast all of its votes in favor of one candidate, or distribute
them among the directors to be elected, as the stockholder may decide.
Stockholders also have cumulative voting rights in the election of directors
who
represent all classes of shares of the Bank’s common stock.
The
record date for determination of stockholders entitled to notice of, and
to vote
at, the Annual Meeting has been fixed by the Board as the close of business
on
March 11, 2008. As of December 31, 2007, there were an aggregate of
36,370,148.79 shares of all classes of the Bank’s common stock issued and
outstanding. Set forth below are the number of shares of each class of the
Bank’s common stock issued and outstanding as of December 31,
2007:
Class of Shares of Common
Stock
|
|
Number of Shares Outstanding
as of December 31, 2007
|
|
A
|
|
|
6,342,189.16
|
|
B
|
|
|
2,660,846.63
|
|
E
|
|
|
27,367,113.00
|
|
Total
|
|
|
36,370,148.79
|
|
As
of
December 31, 2007, the Bank was not directly or indirectly owned or controlled
by another corporation or any foreign government, and no person was the
registered owner of more than 9.9% of the total outstanding shares of voting
capital stock of the Bank.
Outstanding
Shares and Quorum
The
following table sets forth information regarding the Bank’s stockholders that
are the beneficial owners of 5% or more of any one class of the Bank’s voting
stock, at December 31, 2007:
|
|
At
December 31, 2007
|
|
Class
A
|
|
Number of Shares
|
|
% of Class
|
|
% of Total
|
|
Banco de
la Nación Argentina
|
|
|
1,045,348.00
|
|
|
16.5
|
|
|
2.9
|
|
Bartolomé
Mitre 326
|
|
|
|
|
|
|
|
|
|
|
1036
Buenos Aires, Argentina
|
|
|
|
|
|
|
|
|
|
|
Banco
do Brasil
1
|
|
|
974,551.00
|
|
|
15.4
|
|
|
2.7
|
|
SBS
Quadra 1 - Bloco A
|
|
|
|
|
|
|
|
|
|
|
CEP
70.0070-100
|
|
|
|
|
|
|
|
|
|
|
Brasilia,
Brazil
|
|
|
|
|
|
|
|
|
|
|
Banco
de Comercio Exterior de Colombia
|
|
|
488,547.00
|
|
|
7.7
|
|
|
1.3
|
|
Edif.
Centro de Comercio Internacional
|
|
|
|
|
|
|
|
|
|
|
Calle
28 No.13A-15
|
|
|
|
|
|
|
|
|
|
|
Bogotá,
Colombia
|
|
|
|
|
|
|
|
|
|
|
Banco
de la Nación (Perú)
|
|
|
446,556.00
|
|
|
7.0
|
|
|
1.2
|
|
Ave.
Republica de Panamá 3664
|
|
|
|
|
|
|
|
|
|
|
San
Isidro, Lima, Perú
|
|
|
|
|
|
|
|
|
|
|
Banco
Central del Paraguay
|
|
|
434,658.00
|
|
|
6.9
|
|
|
1.2
|
|
Federación
Rusa y Sargento Marecos
|
|
|
|
|
|
|
|
|
|
|
Asunción,
Paraguay
|
|
|
|
|
|
|
|
|
|
|
Banco
Central del Ecuador
|
|
|
431,217.00
|
|
|
6.8
|
|
|
1.2
|
|
Ave.
Amazonas entre Juan Pablo Sanz y
|
|
|
|
|
|
|
|
|
|
|
Atahualpa
|
|
|
|
|
|
|
|
|
|
|
Quito,
Ecuador
|
|
|
|
|
|
|
|
|
|
|
Banco
del Estado de Chile
|
|
|
323,412.75
|
|
|
5.1
|
|
|
0.9
|
|
Ave.
Libertador Bernardo O'Higgins 1111
|
|
|
|
|
|
|
|
|
|
|
Santiago,
Chile
|
|
|
|
|
|
|
|
|
|
|
Sub-Total
shares of Class A Common Stock
|
|
|
4,144,289.75
|
|
|
65.4
|
|
|
11.4
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
shares of Class A Common Stock
|
|
|
6,342,189.16
|
|
|
100.0
|
|
|
17.4
|
|
Class
B
|
|
Number of Shares
|
|
% of Class
|
|
% of Total
|
|
Banco
de la Provincia de Buenos Aires
|
|
|
884,460.98
|
|
|
33.2
|
|
|
2.4
|
|
San
Martin 137
|
|
|
|
|
|
|
|
|
|
|
C1004AAC
Buenos Aires, Argentina
|
|
|
|
|
|
|
|
|
|
|
Banco
de la Nación Argentina
|
|
|
295,944.50
|
|
|
11.1
|
|
|
0.8
|
|
Bartolomé
Mitre 326
|
|
|
|
|
|
|
|
|
|
|
1036
Buenos Aires, Argentina
|
|
|
|
|
|
|
|
|
|
|
The
Korea Exchange Bank
|
|
|
147,172.50
|
|
|
5.5
|
|
|
0.4
|
|
181,
Euljiro 2GA
|
|
|
|
|
|
|
|
|
|
|
Jungu,
Seoul, Korea
|
|
|
|
|
|
|
|
|
|
|
Sub-Total
shares of Class B Common Stock
|
|
|
1,327,577.98
|
|
|
49.8
|
|
|
3.6
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
shares of Class B Common Stock
|
|
|
2,660,846.63
|
|
|
100.0
|
|
|
7.3
|
|
|
|
|
|
|
|
|
|
|
|
|
Class
E
2
|
|
|
Number of Shares
|
|
|
% of Class
|
|
|
% of Total
|
|
Oppenheimer
Funds Inc
|
|
|
3,588,615.00
|
|
|
13.1
|
|
|
9.9
|
|
6803
South Tucson Way
|
|
|
|
|
|
|
|
|
|
|
Centennial,
Colorado 80112-3924
|
|
|
|
|
|
|
|
|
|
|
Brandes
Investment Partners, L.P.
|
|
|
3,403,361.00
|
|
|
12.4
|
|
|
9.4
|
|
11988
El Camino Real, Suite 500
|
|
|
|
|
|
|
|
|
|
|
San
Diego, California 92130
|
|
|
|
|
|
|
|
|
|
|
Arnhold
and S. Bleichroeder Advisers, LLC
|
|
|
2,480,070.00
|
|
|
9.1
|
|
|
6.8
|
|
1345
Avenue of the Americas
|
|
|
|
|
|
|
|
|
|
|
New
York, New York 10105 - 4300
|
|
|
|
|
|
|
|
|
|
|
Mondrian
Investment Partners Ltd
|
|
|
1,862,300.00
|
|
|
6.8
|
|
|
5.1
|
|
5
th
Floor, 10 Gresham Street
|
|
|
|
|
|
|
|
|
|
|
London,
EC2V 7JD
|
|
|
|
|
|
|
|
|
|
|
Sub-Total
shares of Class E Common Stock
|
|
|
11,334,346.00
|
|
|
41.4
|
|
|
31.2
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
shares of Class E Common Stock
|
|
|
27,367,113.00
|
|
|
100.0
|
|
|
75.2
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
shares of Common Stock
|
|
|
36,370,148.79
|
|
|
|
|
|
100.0
|
|
1
|
Does
not include an aggregate of 2,341 class E shares corresponding
to Mr. José
Maria Rabelo’s entitlement under the Board Restricted Stock Plan issued to
his employer, Banco do Brasil.
|
2
|
Source:
Schedule 13F filings with the U.S. Securities and Exchange Commission
dated December 31, 2007.
|
The
presence (in person or by proxy) of the holders of at least one half (½) of the
total issued and outstanding shares of all classes of the Bank’s common stock,
plus one additional share of the Bank’s common stock, is necessary to constitute
a quorum at the Annual Meeting. The presence (in person or by proxy) of the
holders of at least one half (½) of the issued and outstanding shares of each
class of the Bank’s common stock electing directors at the Annual Meeting, plus
one additional share of each such class, is necessary to constitute a quorum
at
the Annual Meeting for the purpose of electing such directors. If a quorum
is
not present at the Annual Meeting on Tuesday, April 15, 2008 at 9:30 a.m.
(Panama time), then a second meeting will be held at 9:30 a.m. (Panama time)
on
Wednesday, April 16, 2008 at the same location, with the stockholders present
(in person or by proxy) at such second meeting. At this second meeting, a
quorum
will be constituted by the stockholders present (in person or by proxy) at
such
meeting; and for the purpose of electing directors, a quorum at this second
meeting will be constituted by the stockholders of each separate class of
shares
present (in person or by proxy) at such meeting.
APPROVAL
OF THE BANK’S
AUDITED
FINANCIAL STATEMENTS
FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2007
(PROPOSAL
1)
The
Bank’s audited financial statements for the fiscal year ended December 31, 2007,
were prepared by the Bank in accordance with U.S. Generally Accepted Accounting
Principles (“U.S. GAAP”), and were audited by the Bank’s independent auditors,
Deloitte, in accordance with U.S. Generally Accepted Auditing Standards (“U.S.
GAAS”). At the Annual Meeting, the stockholders will vote to approve the Bank’s
annual audited financial statements; however, the audited financial statements
are not subject to change as a result of such vote. As has been customary
at
prior annual meetings of the Bank’s stockholders, officers of the Bank will be
available to answer any questions that may be posed by stockholders of the
Bank
attending the Annual Meeting regarding the Bank’s financial
results.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
FOR
THE
APPROVAL OF THE BANK’S AUDITED FINANCIAL STATEMENTS FOR THE FISCAL
YEAR
ENDED DECEMBER 31, 2007.
APPOINTMENT
OF INDEPENDENT AUDITORS
(PROPOSAL
2)
The
Board
recommends that the stockholders appoint Deloitte as independent auditors
for
the Bank for the fiscal year ending December 31, 2008. The Bank has been
advised by Deloitte that neither that firm nor any of its affiliates has
any
relationship with the Bank or its subsidiaries, other than the relationship
that
typically exists between independent auditors and their clients. Deloitte
will
have representatives present at the Annual Meeting who will have an opportunity
to make a statement, if they so desire, and who will be available to respond
to
questions that may be posed by stockholders of the Bank attending the Annual
Meeting.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
FOR
THE
APPOINTMENT OF DELOITTE AS INDEPENDENT AUDITORS OF THE BANK FOR THE FISCAL
YEAR
ENDING DECEMBER 31, 2008.
ELECTION
OF DIRECTORS
(PROPOSAL
3)
The
Board
consists of ten directors in accordance with the Bank’s Articles of
Incorporation. Three directors are elected by the holders of the class A
shares,
five directors are elected by the holders of the class E shares, and two
directors are elected by the holders of all classes of the Bank’s common stock.
Except
for the Bank’s Chief Executive Officer, Mr. Jaime Rivera, all the members of the
Board are independent under the terms defined by applicable laws and
regulations, including rules promulgated by the U.S. Securities and Exchange
Commission (the “SEC”) under the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act”), Section 303A of the rules of the New York Stock Exchange (the “NYSE”),
and Agreement No. 04-2001 of the Superintendency of Banks of the Republic
of
Panama (the “Superintendency of Banks”). Information regarding the independence
determination of directors is included on the Bank’s
website
at
www.bladex.com
/Investors
Center/Corporate Governance
.
Members
of the Board are elected at annual meetings of stockholders of the Bank,
and
each director serves a term of three years. Directors can be re-elected once
or
multiple times. In the election of members of the Board representing a class
of
shares of the Bank’s common stock, the votes of the holders of such class of
shares are counted separately as a class.
The
holders of each class of common stock have cumulative voting rights with
respect
to the election of directors representing such class. This means that a
stockholder of each class has a number of votes equal to the number of shares
of
such class held by the stockholder multiplied by the number of directors
to be
elected by such class, and the stockholder can cast all of the votes in favor
of
one candidate or distribute them among all of the directors to be elected,
or
among two or more of them, as the stockholder may decide. Stockholders also
have
cumulative voting rights in the election of directors who represent all classes
of shares of the Bank’s common stock.
At
the
Annual Meeting, common stockholders will be asked to elect three directors
(two
directors to represent the holders of the class A shares of the Bank’s common
stock and one director to represent the holders of the class E shares of
the
Bank’s common stock) to the Board, each to serve a three-year term. The votes
of
the holders of each of the class A shares and the class E shares will be
counted
separately as a class for the purpose of electing the directors to represent
the
holders of the class A and class E shares, respectively.
As
of the
date hereof, Banco de Mexico, a holder of class A shares, has nominated
Guillermo Güémez García for re-election as a director to represent the holders
of the class A shares of the Bank’s common stock and the Board has nominated
Mario Covo for re-election as a director to represent the holders of the
class E
shares
of
the
Bank’s common stock. Other qualified candidates for the directorships
representing the holders of the class A shares will be nominated at the Annual
Meeting by the holders of such class A shares.
One
Director Nominated for Re-election to Represent Holders of Class A
Shares
Banco
de
Mexico, as a holder of class A shares, has nominated Guillermo Güémez García for
re-election as a director to represent the holders of the class A shares
of the
Bank’s common stock and has requested that this nomination be included in this
Proxy Statement. The Bank’s Nomination and Compensation Committee, in
fulfillment of its duties and responsibilities, reviewed the qualifications
of
the candidate, including his education, experience and character, as well
as the
Bank’s needs, and concluded that Guillermo Güémez García meets all the
qualifications and requirements to be re-elected as a director to represent
the
holders of the class A shares of the Bank’s common stock and, therefore,
recommended to the Board to include his nomination by Banco de Mexico in
this
Proxy Statement. After reviewing the request of Banco de Mexico, and upon
the
recommendation of the Bank’s Nomination and Compensation Committee, the Board
authorized the inclusion of the nomination by Banco de Mexico of Guillermo
Güémez García for re-election as a director to represent the holders of the
class A shares of the Bank’s common stock and requests the holders of the class
A shares of the Bank’s common stock to consider this nomination.
Guillermo
Güémez García has served as Deputy Governor of Banco de Mexico since 1995 and
served as a Board Member of the National Insurance Commission and Casa de
Moneda
de Mexico since 1995. He served as President of the Executive Committee in
Grupo
Azucarero Mexico and Vice Chairman of Grupo de Embotelladoras Unidas, S.A.
de C.
V. from
1993
to
1994
.
Mr.
Güémez served as Co-Chairman of the North American Committee, Board Member of
Home Mart, S.A. de C.V. and Vice Chairman of the Board of Grupo Embotelladoras
Unidas, S.A. de C.V. from 1986 to 1994. Mr. Güémez served on the Mexican
Business Coordinating Council for the North American Free Trade Agreement
(“NAFTA”) in the capacity of Executive Director from 1991 to 1993. He was
employed by Banco Nacional de Mexico (Banamex) in various capacities from
1974
to 1991, including Manager for Foreign Currency Funding and International
Credits from 1974 to 1978, Representative in London from 1979 to 1981, Executive
Vice President of International Treasury and Foreign Exchange, Exchange Controls
and Ficorca from 1982 to 1986, and Executive Vice President for International
Products. He also was the founder and President of Euromex Casa de Cambio
and
Euroamerican Capital Corporation from 1986 to 1990. He has also served as
a
Board Member of the Institute of International Finance and Board Member and
Chairman of the Executive Committee of the International Mexican Bank Ltd.
Prior
to that he was employed by Bank of America in Mexico as Assistant
Representative.
One
Director Nominated for Re-election to Represent Holders of Class E
Shares
With
the
recommendation of the Bank’s Nomination and Compensation Committee, the Board
has nominated Mario Covo for re-election as a director to represent the holders
of the class E shares of the Bank’s common stock.
Mario
Covo is a founding partner of Finaccess International, Inc. and has been
Managing Partner of Helios Advisors in New York since 2000. He also is one
of
the founders of Columbus Advisors, where he worked from 1995 to 1999. Mr.
Covo
was previously at Merrill Lynch, where he was Head of Emerging
Markets-Capital Markets from 1989 to 1995. Prior to working at Merrill
Lynch, he was employed by Bankers Trust Company of New York as Vice
President in the Latin American Merchant Banking Group from
1985 to 1989, focusing on corporate finance
and debt-for-equity swaps.
Prior to that Mr. Covo was employed as an
International Economist for Chase Econometrics from 1984 to 1985, focusing
primarily on Venezuela and Colombia.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE HOLDERS OF
CLASS
E SHARES VOTE FOR THE RE-ELECTION OF MARIO COVO AS A CLASS E
DIRECTOR
OF THE BANK.
INFORMATION
AS TO THE BOARD, COMMITTEES,
ADVISORY
COUNCIL AND NON-EXECUTIVE AND EXECUTIVE OFFICERS
Information
as to Directors
The
following table sets forth certain information concerning the directors whose
terms do not expire in 2008 and who will continue to serve as directors
following the Annual Meeting, including information with respect to each
person’s current position with the Bank and other institutions, country of
citizenship, the year that each director’s term expires, and their
age.
|
|
Country of
Citizenship
|
|
Position Held With
the Bank
|
|
Term Expires
|
|
Age
|
|
CLASS A
|
|
|
|
|
|
|
|
|
|
José
Maria Rabelo
Vice
President of International Wholesale Business
Banco
do Brasil
Brazil
|
|
|
Brazil
|
|
|
Director
|
|
|
2010
|
|
|
52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLASS
E
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Will
C. Wood
Principal
Kentwood
Associates
U.S.A.
|
|
|
U.S.A.
|
|
|
Director
|
|
|
2009
|
|
|
68
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maria
da Graça França
|
|
|
Brazil
|
|
|
Director
|
|
|
2010
|
|
|
59
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Herminio
Blanco
|
|
|
Mexico
|
|
|
Director
|
|
|
2010
|
|
|
57
|
|
Chief
Executive Officer
Soluciones
Estrategicas Consultoria
Mexico
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William
Hayes
|
|
|
U.S.A.
|
|
|
Director
|
|
|
2010
|
|
|
64
|
|
President
Wellstone
Global Finance, LLC
U.S.A.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ALL
CLASSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gonzalo
Menéndez Duque
|
|
|
Chile
|
|
|
Director
|
|
|
2009
|
|
|
59
|
|
Director
Banco
de Chile
Chile
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jaime
Rivera
|
|
|
Guatemala
|
|
|
Director
|
|
|
2009
|
|
|
54
|
|
Chief
Executive Officer
Banco
Latinoamericano de Exportaciones, S.A.
Panama
|
|
|
|
|
|
|
|
|
|
|
|
|
|
José
Maria Rabelo
has
served as Vice President of International and Wholesale Business of Banco do
Brasil, since July 2005. He has been employed by Banco do Brasil in various
capacities since 1996, holding the positions of Director of Foreign Trade from
2004 to 2005, General Manager of the Operational Assets Restructuring Unit
from
2003 to 2004, Executive Superintendent of the Credit Unit from 1999 to 2000,
Executive Superintendent of the Sao Paulo Business Unit from 1998 to 1999,
Executive Manager of the Credit Function Unit in 1997, Executive Manager of
the
Distribution Unit from 1996 to 1997, and Superintendent of the Rio Grande do
Norte State Unit in 1996. Mr. Rabelo was Commercial Director of Aliança do
Brasil Insurance Company from 2000 to 2002.
Will
C. Wood
has
served as the founding principal of Kentwood Associates of Menlo Park,
California since 1993. He is a trustee of the Dodge & Cox mutual funds.
He was employed by Wells Fargo in the International Banking Group and served
as
an Executive Vice President from 1986 to 1989. While at Wells Fargo. Mr. Wood
also was a Director of the Bankers’ Association for Foreign Trade and PEFCO, a
privately owned export finance company. He was employed by Crocker Bank and
served as Executive Vice President in charge of the International Division
and
Manager of the Latin America Area from 1975 to 1986. Mr. Wood previously worked
for Citibank in La Paz, Bolivia, Lima, Peru and Rio de Janeiro and Sao Paulo,
Brazil, and began his career with Citibank’s Overseas Division in New York
in 1964.
Maria
da Graça França
has
served as Director of Internal Control of Banco do Brasil, from 2006 to 2007.
She also has been employed by Banco do Brasil in various other capacities since
1971, including Head of North America and General Manager of Banco do Brasil,
New York branch from 2004 to 2005, Executive General Manager of the
International Division in Brasilia, Brazil from 2002 to 2003, Regional Manager
for the operations of the Bank in South America based in Argentina in 2002,
General Manager of Banco do Brasil, Paris branch from 1999 to 2002, Deputy
General Manager of Banco do Brasil, Miami branch from 1993 to 1999, General
Manager of the department responsible for Banco do Brasil’s foreign network from
1992 to 1993, Deputy General Manager for foreign exchange from 1989 to 1992,
Assistant Manager within the Risk Management Area from 1988 to 1989, Assistant
Manager for foreign exchange internal controls from 1984 to 1987 and employee
in
the Foreign Exchange Department from 1971 to 1984.
Herminio
A. Blanco
has
served as Chief Executive Officer of Soluciones Estrategicas Consultoria, Mexico
City, since 2002, business consultant to some of the leading corporations in
the
world, advisor to the Inter-American Development Bank, advisor to national
governments on trade negotiations, member of the International Advisory
Committee of Mitsubishi Corporation and member of the Trilateral Commission
since 2000. He was Secretary of Trade and Industry of Mexico, Chairman of the
National Council for Deregulation of Mexico, Chairman of the Advisory Council
for Trade Negotiations of Mexico, Chairman of the Board of Exportadora de Sal,
S.A., Chairman of the Board of Fideicomiso de Fomento Minero and Vice Chairman
of the Board of Banco Nacional de Comercio Exterior, in Mexico from 1994 to
2000. Mr. Blanco was Under Secretary for International Trade and Negotiations
of
the Ministry of Trade and Industry of Mexico from 1993 to 1994 and from 1988
to
1990. From 1990 to 1993, he was Mexico’s Chief Negotiator of NAFTA. Mr. Blanco
was one of the three members of Council of Economic Advisors to the President
of
Mexico from 1985 to 1988. He was Assistant Professor of Economics at Rice
University, Houston, Texas from 1980 to 1985. Mr. Blanco was senior advisor
to
the Finance Minister of Mexico from 1978 to 1980.
William
Dick Hayes
has
served as President of Whaleco, Inc., New York, President of Wellstone Global
Finance, LLC, San Francisco, California and Connecticut, and Managing Director
and charter member of the Board of Directors and the Investment Committee of
WestLB-Tricon Forfaiting Fund Limited, Bermudas since 1999. He served as
Managing Director-Emerging Markets and in various other capacities for West
Merchant Bank and Chartered WestLB from 1987 to 1999. Mr. Hayes served as Senior
Vice President- Trading for Libra Bank Limited, New York Agency from 1986 to
1987, Principal of W.D. Hayes and Associates, California from 1984 to 1986,
and
in various capacities for Wells Fargo Bank, N.A., San Francisco, California
from
1969 to 1984.
Gonzalo
Menéndez Duque
is a
senior director of the Luksic companies in Chile and serves as a director of
the
following Luksic group holding companies: Banco de Chile since 2001, Holdings
Quiñenco since 1996, and Antofagasta PLC since 1985. In addition, he serves as
President of the following Luksic group companies: Banchile Corredores de Bolsa,
S.A. since 2007 and Inversiones Vita since 2000. Previously, Mr. Menéndez Duque
served as a director and President of several companies related to Grupo Luksic
since 1985, including the following: Banco de A. Edwards and related companies,
Banco Santiago, Empresas Lucchetti, S.A., Banco O’Higgins, Antofagasta Group,
and Banchile Administradora General de Fondos.
Jaime
Rivera
has
served as a director of the Bank since 2004, when he was appointed Chief
Executive Officer. He joined the Bank in 2002 as Chief Operating Officer.
Previously, Mr. Rivera served in various capacities for Bank of America
Corporation beginning in 1978, including Managing Director of the Latin America
Financial Institutions Group in Miami and the Latin America Corporate Finance
team in New York, as General Manager in Brazil, Argentina, Uruguay and
Guatemala, as Marketing Manager in Chile, and as Manager of Latin America
Information Systems in Venezuela. He has held Board positions with the Council
of the Americas, the Florida International Bankers’ Association, and the Latin
American Agribusiness Development Corporation. Mr. Rivera is member of the
International Advisory Committee (IAC) to the Board of Directors of the New
York
Stock Exchange.
Information
as to Non-Executive Officers of the Board (
Dignatarios)
The
following table sets forth the names, countries of citizenship and ages of
the
Bank’s non-executive officers (
dignatarios)
and
their current office or position with other institutions.
Dignatarios
are
elected annually by the members of the Board.
Dignatarios
attend
meetings of the Board, participate in discussions and offer advice and counsel
to the Board, but do not have the power to vote (unless they also are directors
of the Bank).
Name
|
|
Country
of
Citizenship
|
|
Position
held by
Dignatario
with
the
Bank
|
|
Age
|
|
|
|
|
|
|
|
Gonzalo
Menéndez Duque
Director
Banco
de Chile, Chile
|
|
Chile
|
|
Chairman
of the Board
|
|
59
|
|
|
|
|
|
|
|
Maria
da Graça França
|
|
Brazil
|
|
Treasurer
|
|
59
|
|
|
|
|
|
|
|
Ricardo
Manuel Arango
Partner
Arias,
Fábrega & Fábrega
|
|
Panama
|
|
Secretary
|
|
47
|
Meetings
of the Board of Directors and Committees
The
Board
conducts its business through meetings of the Board and through its committees.
During the fiscal year ended December 31, 2007, the Board held eleven meetings.
Each director attended an average of
98%
of the
total number of Board meetings held during the fiscal year ended
December 31, 2007. Each director also attended the prior year’s annual
meeting.
The
following table sets forth the five committees established by the Board, the
current number of members of each committee and the total number of meetings
held by each committee during the fiscal year ended December 31,
2007:
Committee
|
|
Number of
members
|
|
Total number of
meetings held
|
|
Audit
and Compliance Committee
|
|
|
4
|
|
|
10
|
|
Credit
Policy and Risk Assessment Committee
|
|
|
5
|
|
|
5
|
|
Assets
and Liabilities Committee
|
|
|
5
|
|
|
12
|
|
Nomination
and Compensation Committee
|
|
|
4
|
|
|
5
|
|
Business
Committee
|
|
|
5
|
|
|
0
|
|
Audit
and Compliance Committee
The
Audit
and Compliance Committee is a standing Committee of the Board. According to
its
Charter, the Audit and Compliance Committee must be comprised of at least three
directors. The current members of the Audit and Compliance Committee are Will
C.
Wood (Chairman of the Committee), Gonzalo Menéndez Duque, Santiago Perdomo
Maldonado and Maria da Graça França.
The
Board
has determined that all members of the Audit and Compliance Committee are
independent directors under the terms defined by applicable laws and
regulations, including rules promulgated by the SEC under the Sarbanes-Oxley
Act, Section 303A of the rules of the NYSE, and Agreement No. 04-2001 of the
Superintendency of Banks. In addition, at least one of the members of the
committee is a “financial expert,” as defined in the rules enacted by the SEC
under the Sarbanes-Oxley Act of 2002. The Audit and Compliance Committee’s
financial expert is Gonzalo Menéndez Duque.
The
purpose of the Audit and Compliance Committee is to provide assistance to the
Board in fulfilling its oversight responsibilities regarding the processing
of
the Bank’s financial information, the integrity of the Bank’s financial
statements, the Bank’s system of internal controls over financial reporting, the
process of internal and external audit, the Bank’s corporate governance,
compliance with legal and regulatory requirements and the Bank’s Code of
Ethics.
The
Audit
and Compliance Committee meets at least six times a year, as required by the
Superintendency of Banks, or more often if the circumstances so require. During
the fiscal year ended December 31, 2007, the Audit and Compliance Committee
met ten times.
The
Audit
and Compliance Committee, in its capacity as a committee of the Board, is
directly responsible for the appointment, compensation, and oversight of the
Bank’s independent auditors, including the resolution of disagreements regarding
financial reporting between the Bank’s management and such independent auditors.
The Bank’s independent auditors are required to report directly to the Audit and
Compliance Committee.
The
Audit
and Compliance Committee pre-approved all audit and non-audit services.
The
following table summarizes the fees paid or accrued by the Bank for audit and
other services provided by Deloitte and KPMG, the Bank’s previous auditors, for
each of the last two fiscal years:
|
|
2007-Deloitte
|
|
2006-KPMG
|
|
Audit
Fees
|
|
$
|
426,495
|
|
$
|
471,693
|
|
Audit-Related
Fees
|
|
|
-
|
|
|
-
|
|
Tax
Fees
|
|
|
-
|
|
$
|
37,500
|
|
All
Other Fees
|
|
$
|
39,509
|
|
$
|
22,485
|
|
Total
|
|
$
|
466,004
|
|
$
|
531,678
|
|
The
Charter of the Audit and Compliance Committee requires an annual self-evaluation
of the Committee’s performance.
The
Audit
and Compliance Committee’s Charter may be found on the Bank’s website at
www.bladex.com
/Investors
Center/Corporate Governance.
Credit
Policy and Risk Assessment Committee
The
Credit Policy and Risk Assessment Committee is a standing committee of the
Board. No member of the Credit Policy and Risk Assessment Committee can be
an
employee of the Bank.
The
Board
has determined that all members of the Credit Policy and Risk Assessment
Committee are independent.
The
current members of the Credit Policy and Risk Assessment Committee are Guillermo
Güémez García (Chairman), Gonzalo Menéndez Duque, Will C. Wood, Herminio Blanco
and José Maria Rabelo.
The
Credit Policy and Risk Assessment Committee is in charge of reviewing and
recommending to the Board all credit policies and procedures related to the
management of the Bank’s risks. It also reviews the quality and profile of the
Bank’s credit facilities and the risk levels that the Bank is willing to assume.
The committee’s responsibilities also include, among others, the review of
operational and legal risks, the presentation for Board approval of country
limits and limits exceeding delegated authority, and the approval of exemptions
to credit policies.
The
committee performs its duties through the review of periodic reports from Risk
Management, and by way of its interaction with the Chief Risk Officer and other
members of the Bank’s management team. The committee meets at least four times
per year. During the fiscal period ended December 31, 2007, the committee held
five meetings.
The
Credit Policy and Risk Assessment Committee Charter may be found on the Bank’s
website at
www.bladex.com
/Investors
Center/Corporate Governance
.
Assets
and Liabilities Committee
The
Assets
and Liabilities Committee
is a
standing committee of the Board. No member of the
Assets
and Liabilities Committee
can be
an employee of the Bank.
The
Board
has determined that all members of the Assets and Liabilities Committee are
independent directors.
The
current members of the
Assets
and Liabilities Committee
are
Mario Covo (Chairman), Herminio Blanco, Guillermo Güémez García
,
William
Hayes and José Maria Rabelo.
The
Assets and Liabilities Committee is responsible for reviewing and recommending
to the Board all policies and procedures related to the Bank’s management of
assets and liabilities to meet profitability, liquidity, and market risk control
objectives. As part of its responsibilities,
the
committee reviews and recommends to the Board, among others, policies related
to
the Bank’s funding, interest rate and liquidity gaps, investment of liquidity,
securities investments, derivative positions, funding strategies, and market
risk.
The
Assets and Liabilities Committee carries out its duties by reviewing periodic
reports that it receives from management, and by way of its interaction with
the
Executive Vice President-Senior Managing Director, Treasury & Capital
Markets and other members of the Bank’s management team. The committee meets at
least four times per year. During the fiscal year ended December 31, 2007,
the committee held twelve meetings.
The
Assets and Liabilities Committee Charter may be found on the Bank’s website at
www.bladex.com
/Investors
Center/Corporate Governance
.
Nomination
and Compensation Committee
The
Nomination and Compensation Committee is a standing committee of the Board.
No
member
of the Nomination and Compensation Committee can be an employee of the Bank.
The
Board has determined that all members of the Nomination and Compensation
Committee are independent
under
the
terms defined by applicable laws and regulations, including rules promulgated
by
the SEC under the Sarbanes-Oxley Act 2002, Section 303A of the rules of the
NYSE, and Agreement No. 04-2001 of the Superintendency of Banks
.
The
current members of the Nomination and Compensation Committee are Maria da Graça
França (Chairman), Mario Covo, Santiago Perdomo Maldonado and William Hayes.
The
committee meets at least four times per year. During the fiscal year ended
December 31, 2007, the committee held five meetings.
The
Nomination and Compensation Committee’s primary responsibilities are to assist
the Board by identifying candidates to become Board members and recommending
nominees for the annual meetings of stockholders; by making recommendations
to
the Board concerning candidates for Chief Executive Officer and other executive
officers and counseling on succession planning for executive officers; by
recommending compensation for Board members and committee members, including
cash and equity compensation; by recommending compensation for executive
officers and employees of the Bank, including cash and equity compensation,
policies for senior management and employee benefit programs and plans; by
reviewing and recommending changes to the Bank’s Code of Ethics; and by advising
executive officers on issues related to the Bank’s personnel.
The
Nomination and Compensation Committee will consider qualified director
candidates recommended by stockholders. All director candidates will be
evaluated in the same manner regardless of how they are recommended, including
recommendations by stockholders. For the current director nominees, the
committee considers candidate qualifications and other factors, including,
but
not limited to, diversity in background and experience, industry knowledge,
educational level and the needs of the Bank. Stockholders can mail any such
recommendations and an explanation of the qualifications of such candidates
to
the Secretary of the Bank at Calle 50 and Aquilino de la Guardia, P.O. Box
0819-08730, Panama City, Republic of Panama.
The
Charter of the Nomination and Compensation Committee requires an annual
self-evaluation of the committee’s performance.
The
Nomination and Compensation Committee Charter may be found on the Bank’s website
at
www.bladex.com
/Investors
Center/Corporate Governance.
Mr.
Rivera is the only executive officer that serves as a member of the Board.
None
of the Bank’s executive officers serves as a director or a member of the
Nomination and Compensation Committee, or any other committee serving an
equivalent function, of any other entity that has one or more of its executive
officers serving as a member of the Board or the Nomination and Compensation
Committee. None of the members of the Nomination and Compensation Committee
has
ever been an employee of the Bank.
Business
Committee
The
Business Committee is a standing committee of the Board that was established
in
February 2008.
The
Board
has determined that all members of the Business Committee are independent
directors.
The
current members of the Business Committee are William Hayes (Chairman), Gonzalo
Menéndez Duque, Mario Covo, Herminio Blanco and José Maria Rabelo.
The
Business Committee’s primary responsibility is to support management with ideas
and to provide follow-up on the business directives of the Board. It’s main
objective will always be to improve the Bank’s efficiency in the management of
the different business units.
The
Committee will meet at least four times per year.
The
Business Committee Charter, once approved in its final form by the Board, will
be found on the Bank’s website
at
www.bladex.com
/Investors
Center/Corporate Governance.
Advisory
Council
The
Advisory Council was created by the Board in April 2000 pursuant to the powers
granted to the Board under the Bank’s Articles of Incorporation. The duties of
Advisory Council members consist primarily of providing advice to the Board
with
respect to the business of the Bank in their areas of expertise. Each member
of
the Advisory Council receives $5,000 for each Advisory Council meeting attended.
The aggregate amount of fees for services rendered by the Advisory Council
during 2007 amounted to $15,000. During the fiscal year ended December 31,
2007,
the Advisory Council met once. The Advisory Council meets when convened by
the
Board.
The
following table sets forth the names, positions, countries of citizenship and
ages of the members of the Advisory Council of the Bank.
Name
|
|
Position
|
|
Country
of
Citizenship
|
|
Age
|
Roberto
Teixeira da Costa
|
|
Board
Member,
Sul
America, S.A.
|
|
Brazil
|
|
73
|
|
|
|
|
|
|
|
Carlos
Martabit
|
|
General
Manager, Finance Division,
Banco
del Estado de Chile
|
|
Chile
|
|
54
|
|
|
|
|
|
|
|
Alberto
Motta, Jr
|
|
President,
Inversiones
Bahía Ltd.
|
|
Panama
|
|
61
|
|
|
|
|
|
|
|
Enrique
Cornejo
|
|
Secretary,
Ministry
of Housing, Construction and Sanitation, Peru
|
|
Peru
|
|
51
|
Executive
Officers
Set
forth
below are the executive officers of the Bank.
Name
|
|
Position
|
|
Country
of Citizenship
|
|
Age
|
Jaime
Rivera
|
|
Chief
Executive Officer
|
|
Guatemala
|
|
54
|
|
|
|
|
|
|
|
Rubens
V. Amaral Jr
|
|
Executive
Vice President,
Chief
Commercial Officer
|
|
Brazil
|
|
48
|
|
|
|
|
|
|
|
Gregory
D. Testerman
|
|
Executive
Vice President,
Senior
Managing Director,
Treasury
& Capital Markets
|
|
United
States
|
|
45
|
|
|
|
|
|
|
|
Miguel
Moreno
|
|
Executive
Vice President,
Chief
Operating Officer
|
|
Colombia
|
|
54
|
|
|
|
|
|
|
|
Miguel
A. Kerbes
|
|
Senior
Vice President,
Chief
Risk Officer
|
|
Uruguay
|
|
48
|
|
|
|
|
|
|
|
Bismark
E. Rodríguez
|
|
Senior
Vice President,
Controller
|
|
Venezuela
|
|
40
|
|
|
|
|
|
|
|
Jaime
Celorio
|
|
Senior
Vice President,
Chief
Financial Officer
|
|
Mexico
|
|
36
|
|
|
|
|
|
|
|
Ana
Maria de Arias
|
|
Senior
Vice President,
Human
Resources and Administration
|
|
Panama
|
|
43
|
|
|
|
|
|
|
|
Manuel
Mejía
-Aoun
|
|
Head
of Asset Management (Bladex Asset Management)
|
|
Panama
|
|
49
|
Jaime
Rivera
has
served as a director of the Bank since 2004, when he was appointed Chief
Executive Officer. He joined the Bank in 2002 as Chief Operating Officer.
Previously, Mr. Rivera served in various capacities for Bank of America
Corporation beginning in 1978, including Managing Director of the Latin America
Financial Institutions Group in Miami and the Latin America Corporate Finance
team in New York, as General Manager in Brazil, Argentina, Uruguay and
Guatemala, as Marketing Manager in Chile, and as Manager of Latin America
Information Systems in Venezuela. He has held Board positions with the Council
of the Americas, the Florida International Bankers’ Association, and the Latin
American Agribusiness Development Corporation. Mr. Rivera is member of the
International Advisory Committee (IAC) to the Board of Directors of the New
York
Stock Exchange.
Rubens
V. Amaral Jr.
became
Executive Vice President, Chief Commercial Officer of the Bank in March 2004.
He
previously served as General Manager and Managing Director for North America
of
Banco do Brasil, New York Branch, since 2000. Mr. Amaral served in various
capacities with Banco do Brasil since 1975, holding the positions of Managing
Director of the International Division and alternate member of the board of
directors in 1998, Executive General Manager of the International Division
in
Sao Paulo from 1998 to 2000, Deputy General Manager in the New York Branch
in
charge of the Trade Finance and Correspondent Banking Department from 1994
to1998, Head of Staff of the International Division from 1993 to 1994 and
Advisor, Head of Department and General Manager in the Trade Finance Area at
the
International Department Division – Head Office from 1989 to 1993. Mr.
Amaral also served as a representative in banking supervision for the Central
Bank of Brazil from 1982 to 1988.
Gregory
D. Testerman
has
served as Executive Vice President, Senior Managing Director, Treasury &
Capital Markets of the Bank since 2007. Mr. Testerman previously served as
Senior Vice President, and Treasurer of the Bank from 2005 to 2006. Mr.
Testerman served in various capacities with Banco Santander Central Hispano,
S.A. from 1986 to 2003, including General Manager, Miami Agency, from 1999
to
2003, General Manager, Tokyo Branch and Country Manager in Japan from 1995
to
1999, Vice President, Head of Financial Control, Benelux and Asia Pacific,
from
1991 to 1995, Second Vice President, Special Credit Valuation Assignment, London
Branch, in 1991, Second Vice President, Treasury Operations Manager, Belgium,
from 1989 to 1991, and Second Vice President, Management Reporting, Belgium,
from 1986 to 1989. Mr. Testerman began his career with The Chase Manhattan
Bank,
N.A. as Assistant Treasurer in Belgium in 1986, and as he previously served
at
part of the Corporate Controllers Development Program in New York from 1984
to
1986.
Miguel
Moreno
became
Executive Vice President, Chief Operating Officer on July 2007 after the
replacement of Mr. Ernesto Bruggia. He previously served as Senior Vice
President and Controller of the Bank since September 2001. He was a Management
Consulting Partner for Price Waterhouse, Bogotá, Colombia from 1988 to 2001, and
served as Vice President of Information Technology and Operations for Banco
de
Crédito, Bogotá, Colombia from 1987 to 1988. Mr. Moreno served as Chief
Executive Officer of TM Ingeniería, Bogotá, Colombia, from 1983 to 1987, and as
Head of Industrial Engineering Department, Los Andes University, Colombia,
from
1982 to 1984. Mr. Moreno was employed by SENA as Chief of the Organization
and
Systems Office, Colombia from 1977 to 1981, and served as Advisor to the
Minister for the Finance and Public Credit Ministry of Colombia from 1976 to
1977.
Miguel
A. Kerbes
has
served as Senior Vice President, Chief Risk Officer for the Bank since July
2002. Mr. Kerbes previously served as Vice President, Risk Management from
2000
to 2002. He served as the Risk Officer, Southern Cone Area for Banco Santander,
with domicile in Chile, from 1995 to 2000, overseeing the Country Risk Managers
for the area. From 1992 to 1995 he served with Bank of Boston, Chile as the
Risk
Director for credit and treasury risks and as Senior Risk Officer. From 1989
to
1992, Mr. Kerbes participated in the start-up of ING Bank in Chile, continuing
as its Risk Officer, with domicile in Chile. He had previously served with
ING
Bank in Uruguay and participated in the start-up of ING Bank in Argentina from
1982 to 1992.
Bismark
E. Rodríguez
became
the Bank’s Controller on July 2007 after being appointed by the Bank in
replacement of Mr. Miguel Moreno. Previously Mr. Rodriguez served as the Bank’s
Vice President of the Internal Audit Department since 2004. Mr. Rodriguez also
served as Senior Manager at PricewaterhouseCoopers in various capacities and
countries from 1991 to 2003. Mr. Rodriguez is a Certified Internal Auditor
(CIA), a Certified Financial Services Auditor (CFSA), and a Certified Control
Self-Assessment Specialist (CCSA); all designations granted by The Institute
of
Internal Auditors (IIA).
Jaime
Celorio
was
appointed Senior Vice President, Chief Financial Officer of the Bank, after
the
retirement of Mr. Carlos Yap in February 2008. Mr. Celorio previously served
as
Chief Financial Officer and Chief Administrative Officer for Merrill Lynch
Mexico S.A. de C.V., Casa de Bolsa, Mexico from 2002 to 2007. Mr. Celorio served
as Controller Associate of Emerging Markets in New York from 1998 to 2001,
and
served as a Controller Associate in Mexico from 1995 to 1998, both for the
Goldman Sachs Group. Mr. Celorio also served in various capacities in
PricewaterhouseCoopers, Mexico, from 1991 to 1994, as a Senior Auditor in the
Audit Division, and as Supervisor in Financial Advisory Services.
Ana
Maria de Arias
has
served as Senior Vice President of Human Resources and Administration since
July
2007. Ms. Arias previously served as Senior Vice President of Human Resources
and Corporate Operations of the Bank from 2004 to 2007. Prior to her employment
with the Bank, she served as Vice President of Human Resources of Banco General,
S.A., Panama from 2000 to 2004, and as Assistant Vice President of Human
Resources from 1999 to 2000. She served in various capacities with the Panama
Canal Commission, Panama from 1990 to 1999.
Manuel
Mejía
-Aoun
,
has
served as Head of Asset Management of Bladex Asset Management, since November
2005. Mr. Mejía-Aoun
has
over
19 years investment experience in emerging markets. Prior to joining the Bank,
he was Chief Executive Officer of Maxblue by of Deutsche Bank’s first personal
financial consultancy business, focusing on the high net worth investors in
Latin America. Prior that, he headed the Latin American Foreign Exchange and
Local Money Markets Sales and Trading Group at Deutsche Bank. In 1995, Mr.
Mejía-Aoun served as Chief Emerging Markets Strategist at Merrill Lynch covering
fixed income securities in Latin America, Eastern Europe, Africa and Asia.
From
1987 to 1995, he established and headed the Emerging Markets Trading Group
at
Merrill Lynch.
Compensation
of Executive Officers and Directors
The
Nomination and Compensation Committee has reviewed and discussed this
“Compensation of Executive Officers and Directors” with the Bank’s management,
and based on this review and discussion, the Nomination and Compensation
Committee has recommended to the Board that this “Compensation of Executive
Officers and Directors” be included in the Bank’s Proxy Statement for
2008.
Executive
Officers Compensation
The
aggregate amount of cash compensation paid by the Bank during the year ended
December 31, 2007 to the executive officers employed in the Bank’s Head Office
as a group for services in all capacities was $2,587,413. During the fiscal
year
ended December 31, 2007, the Bank accrued, and in February 12, 2008 paid,
performance-based bonuses to the Bank’s executive officers in the aggregate
amount of $1,585,000. At December 31, 2007, the total amount set aside or
accrued by the Bank to provide pension, retirement or similar benefits for
executive officers was approximately $651,389.
In
addition, the aggregate amount of cash compensation paid by the Bank during
the
year ended December 31, 2007 to the executive and non-executive employees of
Bladex Asset Management, Inc. a wholly owned subsidiary of Bladex Holdings,
Inc.
which is in turn a wholly owned subsidiary of the Bank, as a group, for services
in all capacities, was $730,579. During the fiscal year ended December 31,
2007,
the Bank accrued, and on February 12, 2008 paid, performance-based bonuses
to
this group of executives in the aggregate amount of $3,225,000.
The
aggregate number of stock options awarded during the year ended December 31,
2007 to executive officers and other non-executive employees of the Bank as
a
group under the Bank’s 2006 Stock Option Plan was 188,634, representing a total
compensation cost of $889,956, of which $281,022 was charged against income
in
2007, and $635,223 will be charged to income over a period of 3.12 years. The
options granted have a vesting period of four years and are based on the level
of achievement by the Bank’s executive officers measured against established
corporate financial performance goals. The 2006 Stock Option Plan was
discontinued by the Board on February of 2008. Options granted under this plan
have an exercise price of $16.34 and will expire on February 13, 2014.
The
Bank
sponsors a defined contribution plan for its expatriate officers. The Bank’s
contributions are determined as a percentage of the eligible officer’s annual
salary, with each officer contributing an additional amount withheld from his
salary and deposited in a savings account with the Bank, earning interest at
market rates until March, 2007, when the Bank transferred all contributions
to a
trust administered by an independent third party. During the year 2007, the
Bank
charged to salaries expense $175,466 with respect to this plan. As of December
31, 2007 the accumulated liability payable under this contribution plan amounted
to $381,760.
2007
Chief Executive Officer Compensation
The
2007
compensation of the Bank's Chief Executive Officer included a base salary of
$300,000, a performance-based cash bonus of $286,000, a performance-based stock
option grant with a value of $250,000, a retirement plan that included a
contribution from the Bank of $21,310 during 2007, and other benefits amounting
to $8,570. In addition, the Chief Executive Officer has a contractual severance
payment in case of termination without cause of $300,000.
Board
of Directors Compensation
On
July
2007, the Board adopted a new compensation policy for non-employee directors.
Each non-employee director of the Bank receives an annual cash retainer of
$40,000 for his services as a director and the Chairman of the Board receives
an
annual cash retainer in the amount of $85,000. This annual retainer covers
seven
Board and/or stockholders meetings. When the Board has met more than seven
times, the Bank will pay each director an attendance fee of $1,500 for each
additional Board and/or stockholders meeting. The Chairman of the Board is
eligible to receive an additional 50% for each such additional Board,
stockholders or Committee meeting attended.
The
Chair
of the Audit and Compliance Committee receives an annual committee retainer
of
$20,000 and the Chairs of the Assets and Liabilities Committee, Nomination
and
Compensation Committee and Credit Policy and Risk Assessment Committee receive
an annual committee retainer of $15,000. The non-Chair members of the Audit
Committee receive an annual committee retainer of $10,000 and the non-Chair
members of the Assets and Liabilities, Nomination and Compensation and Credit
Policy and Risk Assessment Committees each receive an annual committee retainer
of $7,500. These annual retainers cover seven Audit Committee meetings and
six
Assets and Liabilities, Nomination and Compensation and Credit Policy and Risk
Assessment Committee meetings. When the Audit Committee has met more than seven
times and the Assets and Liabilities, Nomination and Compensation and Credit
Policy and Risk Assessment Committees have met more than six times, the Bank
will pay an attendance fee of $1,000 for additional committee meetings. The
Chair of each committee of the Board is eligible to receive an additional 50%
for each additional committee meeting attended.
The
aggregate amount of cash compensation paid by the Bank during the year ended
December 31, 2007 to the directors of the Bank as a group for their services
as
directors was $738,000.
On
July
2007, the Board amended the Bank’s restricted stock plan (the “Board Restricted
Stock Plan”). Under the amended terms of the Board Restricted Stock Plan, each
non-employee director of the Bank is awarded annually a number of shares of
class E common stock equal to the number that results from dividing $50,000
($75,000 in the case of the Chairman of the Board) by the market price of a
class E share on the date the award is made.
The
aggregate number of restricted stock awarded during the year ended December
31,
2007 to non-employee directors of the Bank as a group under the Board Restricted
Stock Plan was 22,240 class E shares and the compensation expense charged
against income in 2007 relating to such issuances was $42,929 and $431,895
will
be charged to income over a period of 4.55 years.
In
addition, the aggregate number of options awarded during the year ended December
31, 2007 to non-employee directors under the Bank’s 2006 Stock Option Plan was
20,131, representing a total compensation cost of $94,976, of which $20,947
was
charged against income in 2007, and $74,029 will be charged to income over
a
period of 3.12 years.
2008
Stock Incentive Plan
On
February 12, 2008, the Board of Directors approved the 2008 Stock Incentive
Plan
(the “2008 Plan”). The 2008 Plan replaces the 2006 Stock Option Plan and the
Board Restricted Stock Plan. The 2008 Plan covers non-executive directors,
executive officers and other employees of the Bank and gives the Board greater
flexibility to grant stock options, restricted stock units, restricted stock
grants, dividend equivalent rights and stock appreciation rights, under terms
and conditions to be determined from time to time by the Board and specified
in
the award agreements.
On
February 12, 2008, the Bank awarded an aggregate number of 39,239 restricted
stock units and 172,106 stock options to executive officers of the Bank. An
additional aggregate number of 13,743 restricted stock units and 60,297 stock
options were granted to other non-executive employees of the Bank on February
12, 2008.
The
stock options granted have an exercise price of $15.43 and will expire on
February 12, 2015. The restricted stock units have a four year cliff vesting
period.
No
grants
have been made to directors of the Bank under the 2008 Plan to this date.
Beneficial
Ownership
As
of
December 31, 2007, the Bank’s executive officers and directors, as a group,
owned an aggregate of 59,246 class E shares, which was approximately 0.2%
of all issued and outstanding class E shares.
The
following tables set forth information regarding the number of shares, stock
options, deferred equity units, and indexed stock options owned by the Bank’s
executive officers as of December 31, 2007, as well as the restricted stock
units and stock options granted in February 2008 under the 2008 Plan.
Name
and Position of
Executive
Officer
|
|
Number of
Shares
Beneficially
Owned as of
Dec. 31, 2007
|
|
Number of
Shares that may
be Acquired
within 60 Days of
Dec. 31, 2007
|
|
Stock
Options
(1)
|
|
Deferred
Equity Units
(2)
|
|
Indexed
Stock
Options
(3)
|
|
2008 Stock
Plan
Restricted
Stock Units
(4)
|
|
2008 Stock
Plan
Options
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jaime
Rivera
Chief
Executive Officer
|
|
|
1,400
|
|
|
0
|
|
|
52,989
|
|
|
770
|
|
|
155,709
|
|
|
9,721
|
|
|
42,636
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rubens
V. Amaral Jr.
Executive
Vice President
Chief
Commercial Officer
|
|
|
0
|
|
|
0
|
|
|
26,494
|
|
|
0
|
|
|
102,638
|
|
|
8,101
|
|
|
35,530
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory
D. Testerman
Executive
Vice President
Senior
Managing Director,
Treasury
& Capital Markets
|
|
|
0
|
|
|
0
|
|
|
21,195
|
|
|
0
|
|
|
20,998
|
|
|
9,397
|
|
|
41,215
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Miguel
Moreno
Executive
Vice President
Chief
Operating Officer
|
|
|
2,000
|
|
|
0
|
|
|
10,597
|
|
|
597
|
|
|
35,757
|
|
|
5,184
|
|
|
22,739
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Miguel
A. Kerbes
Senior
Vice President,
Chief
Risk Officer
|
|
|
0
|
|
|
0
|
|
|
19,646
|
|
|
621
|
|
|
29,830
|
|
|
3,240
|
|
|
14,212
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bismark
E. Rodríguez L.
Senior
Vice President,
Controller
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
1,296
|
|
|
5,684
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carlos
Yap S.
(5)
Senior
Vice President,
Chief
Financial Officer
|
|
|
0
|
|
|
0
|
|
|
21,163
|
|
|
545
|
|
|
26,574
|
|
|
0
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jaime
Celorio,
Senior
Vice President,
Chief
Financial Officer
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
437
|
|
|
1,918
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ana
Maria de Arias
Senior
Vice President,
Human
Resources and Administration
|
|
|
590
|
|
|
0
|
|
|
10,597
|
|
|
0
|
|
|
21,176
|
|
|
1,863
|
|
|
8,172
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
(6)
|
|
|
3,990
|
|
|
0
|
|
|
162,681
|
|
|
2,533
|
|
|
392,682
|
|
|
39,239
|
|
|
172,106
|
|
(1)
|
Includes
137,768 stock options granted to executive officers on February 13,
2007
under the 2006 Stock Option Plan and 24,913 stock options granted
under
the Bank's 1995 and 1999 Stock Option Plans. In addition, an aggregate
amount of 34,970 stock options were granted to other non-executive
employees and 15,896 were granted to Mr. Ernesto Bruggia, who resigned
as
the Bank’s Chief Operations Officer in July 2007, under the 2006 Stock
Option Plan.
|
(2)
|
Deferred
equity units granted under the Bank's Deferred Compensation Plan
(The “DC
Plan”). In addition, as of the date hereof, there are 1,894 outstanding
units that were granted to former executive officers of the Bank
under the
DC Plan.
|
(3)
|
An
aggregate amount of 23,549 stock options were granted to other
non-executive employees and 37,992 stock options were granted to
Mr.
Ernesto Bruggia, under the Bank’s 2004 Indexed Stock Option Plan.
|
(4)
|
In
addition, an aggregate amount of 60,297 stock options and 13,743
restricted stock units were granted to other employees of the Bank
on
February 12, 2008.
|
(5)
|
Mr.
Carlos Yap, who resigned as the Bank’s Chief Financial Officer in February
22, 2008, is eligible to exercise 15,163 stock options, granted under
the
Bank’s 1995 and 1999 Stock Option Plans, by May 22, 2008. 6,000 stock
options granted to Mr. Yap under these same plans were forfeited
on
February 6, 2008. In addition, Mr. Yap is eligible to exercise 10,498
indexed stock options by June 1, 2008. 16,076 indexed stock options
granted to Mr. Yap under this plan, were forfeited on February 22,
2008.
|
(6)
|
The
executive and non-executive employees of Bladex Asset Management,
Inc. are
not eligible to receive grants under the 2008 Plan.
|
The
following table sets forth information regarding ownership of the Bank’s shares
by members of its Board, including restricted shares, indexed stock options
and
stock options, held as of December 31, 2007.
Name
of Director
|
|
Number of
Shares
Beneficially
Owned as of
December 31,
2007
(1)
|
|
Number of
Shares that
may be
Acquired
within 60 Days
of Dec. 31,
2007
|
|
Stock
Options
|
|
Restricted
Shares
(2)
|
|
Indexed
Stock
Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guillermo
Güémez García
(3)
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
Santiago
Perdomo Maldonado
|
|
|
5,191
|
|
|
0
|
|
|
2,119
|
|
|
5,191
|
|
|
5,960
|
|
José
Maria Rabelo
(4)
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
Will
C. Wood
|
|
|
7,191
|
|
|
0
|
|
|
2,119
|
|
|
5,191
|
|
|
5,960
|
|
Mario
Covo
|
|
|
5,191
|
|
|
0
|
|
|
2,119
|
|
|
5,191
|
|
|
5,960
|
|
Herminio
Blanco
|
|
|
4,186
|
|
|
0
|
|
|
2,119
|
|
|
4,186
|
|
|
5,960
|
|
William
Hayes
|
|
|
12,986
|
|
|
0
|
|
|
2,119
|
|
|
4,186
|
|
|
5,960
|
|
Maria
da Graça França
|
|
|
2,341
|
|
|
0
|
|
|
0
|
|
|
2,341
|
|
|
0
|
|
Gonzalo
Menéndez Duque
|
|
|
7,788
|
|
|
0
|
|
|
3,179
|
|
|
7,788
|
|
|
8,942
|
|
Total
|
|
|
44,874
|
|
|
0
|
|
|
13,774
|
|
|
34,074
|
|
|
38,742
|
|
(1)
|
Includes
class E shares held under the Board Restricted Stock Plan.
|
(2)
|
Under
the Board Restricted Stock Plan, directors receiving restricted shares
will have all the rights of stockholders of the Bank, except that
all such
shares will be subject to restrictions on transferability, which
will
lapse on the fifth anniversary of the award date.
|
(3)
|
5,191
class E shares corresponding to Mr. Güémez’s entitlement under the Board
Restricted Stock Plan have been issued to his employer, Banco de
Mexico.
In addition, an aggregate number of 2,119 stock options to which
Mr.
Güémez was entitled under the 2006 Stock Option Plan have been granted
to
Banco de Mexico.
|
(4)
|
2,341
class E shares corresponding to Mr. Rabelo’s entitlement under the Board
Restricted Stock Plan have been issued to his employer, Banco do
Brasil.
|
For
additional information regarding stock options granted to executive officers
and
directors, see Note 14 to the audited financial statements of the Bank for
the
fiscal year ended December 31, 2007.
Corporate
Governance Practices
The
Board
has decided not to establish a corporate governance committee. Given the
importance that corporate governance has for the Bank, the Board decided to
address all matters related to corporate governance at the Board level and
the
Audit and Compliance Committee is responsible for promoting continued
improvement in the Bank’s corporate governance and to verify compliance with all
applicable policies.
The
Bank
has included the information regarding its corporate governance practices
necessary to comply with Section 303A of the NYSE's Listed Company
Manual/Corporate Governance Rules on its website at
www.bladex.com
/Investors
Center/Corporate Governance.
Shareholders,
employees of the Bank, and other interested parties may communicate directly
with the Board by corresponding to the address below:
Board
of
Directors of Banco Latinoamericano de Exportaciones, S.A.
c/o
Mr.
Gonzalo Menéndez Duque
Director
and Chairman of the Board of Directors
Calle
50
and Aquilino de la Guardia
P.O.
Box
0819-08730
Panama
City, Republic of Panama.
In
addition, the Bank has selected EthicsPoint, an on-line reporting system, to
provide stockholders, employees of the Bank, and other interested parties with
an alternative channel to report anonymously actual or possible violations
of
the Bank’s Code of Ethics, as well as other work-related situations or irregular
or suspicious transactions, accounting matters, internal audit or accounting
controls. In order to file a report, a link is provided on the Bank’s website at
www.bladex.com
/Investors
Center/Corporate Governance
,
under
“Corporate Governance – Private Filing of Reports”.
Transactions
with Related Persons
Certain
directors of the Bank are executive officers of banks and/or other institutions
located in Latin America, the Caribbean and elsewhere. Some of these banks
and/or other institutions own shares of the Bank’s common stock and have entered
into loan transactions with the Bank in the ordinary course of business. The
terms and conditions of such loan transactions, including interest rates and
collateral requirements, are substantially the same as the terms and conditions
of comparable loan transactions entered into with other persons under similar
market conditions. As a matter of policy, directors of the Bank do not
participate in the approval process for credit facilities extended to
institutions of which they are executive officers or directors, nor do they
participate with respect to decisions regarding country exposure limits in
countries in which such institutions are domiciled.
AUDIT
AND COMPLIANCE COMMITTEE REPORT
As
described more fully in its charter, the purpose of the Audit and Compliance
Committee is to provide assistance to the Board in fulfilling its oversight
responsibilities regarding the processing of the Bank’s financial information,
the integrity of the Bank’s financial statements, the Bank’s system of internal
controls over financial reporting, the process of internal and external audit,
the Bank’s corporate governance, compliance with legal and regulatory
requirements and the Bank’s ethics code. The Audit and Compliance Committee also
is responsible for the appointment, compensation, and oversight of the Bank’s
independent auditors, Deloitte, including the resolution of disagreements
regarding financial reporting between the Bank’s management and such independent
auditors.
The
Board
of Directors has determined that all members of the Audit and Compliance
Committee are independent based upon the standard adopted by the Board, which
incorporate the independence requirements under applicable laws, rules and
regulations.
Management
has primary responsibility for the preparation, presentation and integrity
of
the Bank’s consolidated financial statements, the designing and execution of
internal controls and procedures to ensure compliance with accounting standards
and applicable laws and regulations, and the assessment of the effectiveness
of
the Bank’s internal control over financial reporting. Deloitte is responsible
for performing an integrated audit of the Bank’s consolidated financial
statements and its internal control over financial reporting in accordance
with
the standards of the Public Company Accounting Oversight Board and is required
to report directly to the Audit and Compliance Committee. The Audit and
Compliance Committee’s responsibility is to monitor and oversee these processes.
The
Audit
and Compliance Committee meetings facilitate communication among of the Audit
and Compliance Committee, management, the internal auditors, and the Bank’s
independent auditors. The Audit and Compliance Committee separately meets with
each of the internal and independent auditors, with or without management to
discuss the results of their examination and their observations and
recommendations regarding the Bank’s internal controls. The Committee also has
reviewed and discussed the Bank’s audited consolidated financial statements with
the Board and management. Management has represented to the Audit and Compliance
Committee that the Bank’s consolidated financial statements were prepared in
accordance with U.S. GAAP. The Audit and Compliance Committee discussed with
Deloitte the matters required to be discussed by Statement of Auditing Standards
No.61,
Communications
with Audit Committees
,
as
amended. In addition, Deloitte provided the Audit and Compliance Committee
with
the written disclosures and letter required by Independence Standards Board
Standard No.1,
Independence
Discussions with Audit Committees
,
and the
Audit and Compliance Committee has discussed with Deloitte that firm’s
independence from the Bank.
Based
on
the review and discussions of the Bank’s audited consolidated financial
statements and discussions with management and Deloitte, the Audit and
Compliance Committee recommended to the Board that the audited financial
statements be included in the Bank’s Annual Report on Form 20-F for the year
ended December 31, 2007 for filing with the SEC.
Respectfully
submitted,
|
|
Audit
and Compliance Committee
|
|
Will
C. Wood, Chairman
|
Gonzalo
Menéndez Duque
|
Santiago
Perdomo Maldonado
|
Maria
da Graça França
|
STOCKHOLDER
PROPOSALS FOR 2009 ANNUAL MEETING
Any
proposals that a stockholder wishes to have included in the Bank’s proxy
statement for the 2009 annual meeting of stockholders, including, without
limitation, any nomination of a director who such stockholder is entitled to
elect, must be received by the Secretary of the Bank at Calle 50 and Aquilino
de
la Guardia, P.O. Box
0819-08730
,
Panama
City, Republic of Panama, no later than January 15, 2009. In the event such
a
proposal includes a nomination for a directorship, it must include material
background information relating to such nominee to allow the Nomination and
Compensation Committee of the Board to evaluate the nominee.
OTHER
MATTERS
If
any
other matters should properly come before the Annual Meeting, proxies solicited
hereby will be voted with respect to such other matters in accordance with
the
best judgment of the persons voting the proxies.
By
Order of the Board of Directors,
|
|
|
|
Ricardo
Manuel Arango
|
Secretary
|
March
14,
2008