UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES
EXCHANGE ACT OF 1934
For the
month of March 2010
BANCO
LATINOAMERICANO DE COMERCIO EXTERIOR, S.A.
(Exact
name of Registrant as specified in its Charter)
FOREIGN
TRADE BANK OF LATIN AMERICA, INC.
(Translation
of Registrant’s name into English)
Calle 50
y Aquilino de la Guardia
P.O. Box
0819-08730
Panama
City, Republic of Panama
(Address
of Registrant’s Principal Executive Offices)
(Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.)
Form 20-F
x
Form
40-F
¨
(Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing information to the Commission pursuant to
Rule 12g-3-2(b) under the Securities Exchange Act of 1934.)
Yes
¨
No
x
(If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b). 82__.)
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 12,
2010
FOREIGN
TRADE BANK OF LATIN AMERICA, INC.
By:
/s/ Pedro Toll
|
|
Name:
Pedro Toll
|
Title:
General Manager
|
BANCO
LATINOAMERICANO DE COMERCIO EXTERIOR, S.A.
Street
address:
Calle
50 and Aquilino de la Guardia
Mailing
address: P.O. Box 0819-08730
Panama
City, Republic of Panama
March 12,
2010
Dear
Common Shareholders:
You are
cordially invited to attend the Annual Meeting of Shareholders (the “Annual
Meeting”) of Banco Latinoamericano de Comercio Exterior, 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 Wednesday, April 14, 2010, at 10:00
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, 2009 (Proposal 1);
|
|
(2)
|
to
appoint Deloitte as the Bank’s registered independent public accounting
firm for the fiscal year ending December 31, 2010 (Proposal
2);
|
|
(3)
|
to
elect four directors (one director to represent the holders of the class A
shares of the Bank’s common stock, and three directors to represent the
holders of the class E of 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 2009 Annual Report which includes
its financial statements for the fiscal year ended December 31, 2009, may be
obtained by writing to Mr. Christopher Schech 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
http://www.bladex.com
.
Important notice to beneficial
shareholders of Class E shares who hold their shares through a broker rather
than directly in their own name:
If you hold your shares in a
brokerage account, your shares will not be voted this year unless you give
explicit instructions to your broker as to how you wish to vote. Your
shares also will not be counted in determining whether a quorum is present at
the meeting for the purpose of electing directors unless you give explicit
instructions to your broker. Most of our outstanding shares are held
in this manner, so it is important that you submit a vote. Under New York Stock
Exchange Rule 452 effective January 1, 2010 relating to the discretionary voting
of proxies by brokers, brokers will no longer be permitted to vote shares with
respect to the election of directors without voting instructions from the
beneficial owner. Accordingly, as a beneficial owner, if you do not
give your broker specific instructions, your shares will not be voted with
respect to Proposal 3. We strongly encourage you to submit your proxy
card and exercise your right to vote as a shareholder.
To ensure
that you are properly represented at the Annual Meeting as a shareholder, 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 whether you sent a proxy card.
The Board
of Directors of the Bank (the “Board”) requests that you 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 Wednesday, April 14, 2010.
Sincerely,
|
|
Ricardo
Manuel Arango
|
Secretary
|
BANCO
LATINOAMERICANO DE COMERCIO EXTERIOR, S.A.
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD ON APRIL 14, 2010
NOTICE IS
HEREBY GIVEN to all holders of the issued and outstanding shares of common stock
of Banco Latinoamericano de Comercio Exterior, S.A., a Panamanian corporation
(hereinafter called the “Bank”), as of the record date set forth below, that the
2010 Annual Meeting of Shareholders (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 10:00 a.m. (Panama time), on Wednesday,
April 14, 2010. 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, 2009 (Proposal 1);
|
|
(2)
|
to
appoint Deloitte as the Bank’s registered independent public accounting
firm for the fiscal year ending December 31, 2010 (Proposal
2);
|
|
(3)
|
to
elect four directors (one director to represent the holders of the class A
shares of the Bank’s common stock, and three directors 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
(Proposal 3); 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 10, 2010, as the record date for
determining shareholders 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 Wednesday, April 14, 2010,
at 10:00 a.m. (Panama time), then a second meeting will be held at 10:00 a.m.
(Panama time) on Thursday, April 15, 2010, at the same location, with the
shareholders present (in person or by proxy) at such second
meeting. At this second meeting, a quorum will be constituted by the
shareholders 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 shareholders of each separate class of shares present (in
person or by proxy) at such meeting.
Shareholders
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 shareholders 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 12,
2010
IT
IS IMPORTANT THAT ALL SHAREHOLDERS 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.
SHAREHOLDERS
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
|
9
|
|
|
Proposal
2 – Appointment of the Registered Independent Public Accounting
Firm
|
10
|
|
|
Proposal
3 – Election of Directors
|
11
|
|
|
Information
as to the Board, Committees, Non-Executive Officers of the Board, Advisory
Council and Executive Officers of the Bank
|
13
|
|
|
Information
as to Non-Executive Officers of the Board (
Dignatarios
)
|
15
|
|
|
Meetings
of the Board and Committees
|
16
|
|
|
Audit
and Compliance Committee
|
16
|
|
|
Credit
Policy and Risk Assessment Committee
|
17
|
|
|
Assets
and Liabilities Committee
|
18
|
|
|
Business
Committee
|
18
|
|
|
Nomination
and Compensation Committee
|
18
|
|
|
Advisory
Council
|
19
|
|
|
Executive
Officers
|
20
|
|
|
Compensation
of Executive Officers and Directors
|
22
|
|
|
Executive
Officers Compensation
|
22
|
|
|
2009
Chief Executive Officer Compensation
|
23
|
|
|
Board
of Directors Compensation
|
23
|
|
|
Beneficial
Ownership
|
24
|
|
|
Corporate
Governance Practices
|
26
|
|
|
Transactions
with Related Persons
|
27
|
|
|
Audit
and Compliance Committee Report
|
27
|
|
|
Shareholder
Proposals for 2011 Annual Meeting
|
28
|
BANCO
LATINOAMERICANO DE COMERCIO EXTERIOR, S.A.
PROXY
STATEMENT
FOR
THE 2010 ANNUAL MEETING
OF
SHAREHOLDERS
TO
BE HELD ON APRIL 14, 2010
This
Proxy Statement is being furnished to holders of shares of common stock of Banco
Latinoamericano de Comercio Exterior, 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 2010 annual meeting of shareholders (the
“Annual Meeting”) to be held on Wednesday, April 14, 2010, at the Panama
Marriott Hotel, Calle 52 and Ricardo Arias, Panama City, Republic of Panama, at
10:00 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 will 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, 2009 (See Proposal 1);
|
|
(2)
|
to
appoint Deloitte as the Bank’s registered independent public accounting
firm for the fiscal year ending December 31, 2010 (See Proposal
2);
|
|
(3)
|
to
elect four directors (one director to represent the holders of the class A
shares of the Bank’s common stock, and three directors 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 (See Proposal 3);
and
|
|
(4)
|
to
transact such other business as may properly come before the Annual
Meeting.
|
The Board
recommends that all shareholders vote
FOR
each of Proposal 1 and
Proposal 2. With respect to Proposal 3, the Board recommends that (i)
all holders of the class A shares vote FOR granting proxy holders the discretion
to vote, in accordance with the best judgment, for any class A directors as may
be nominated at the Annual Meeting, and (ii) all holders of the class E shares
vote
FOR
Herminio
Blanco, William Dick Hayes and Maria da Graça França as
directors to represent
the holders of the class E shares.
This
Proxy Statement is being mailed to shareholders entitled to vote at the Annual
Meeting on or about March 12, 2010. 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 shareholder at the Annual Meeting
will not automatically revoke that shareholder’s proxy. Shareholders
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 shareholder 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, 2009;
(2)
FOR
Proposal 2 to
appoint Deloitte as the Bank’s registered independent public accounting firm for
the fiscal year ending December 31, 2010; (3)
FOR
Proposal 3 to elect one
director to represent the holders of the Class A shares in the proxy holders’
discretion, and to elect Herminio Blanco, William Dick Hayes and Maria da Graça
França as directors 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
shareholder that shares an address with another shareholder may receive only one
set of proxy materials unless that shareholder has provided contrary
instructions. If such a shareholder 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 shareholder 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
$8,500, 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
shareholders 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 shareholders of each class
have a number of votes equal to the number of shares of such class held by each
shareholder, multiplied by the number of directors to be elected by such
class. A shareholder can cast all of its votes in favor of one
candidate, or distribute them among the directors to be elected, as the
shareholder may decide. Shareholders 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 shareholders entitled to notice of, and to vote
at, the Annual Meeting has been fixed by the Board as the close of business on
March 10, 2010. As of December 31, 2009, there were an aggregate of
36,545,616.09 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,
2009:
Class of Shares of Common
Stock
|
|
Number of Shares Outstanding
as of December 31, 2009
|
|
A
|
|
|
6,342,189.16
|
|
B
|
|
|
2,584,881.93
|
|
E
|
|
|
27,618,545.00
|
|
F
|
|
|
0.00
|
|
Total
|
|
|
36,545,616.09
|
|
As of
December 31, 2009, 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 6.7% 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 shareholders that
are the beneficial owners of 5% or more of any one class of the Bank’s voting
stock, at December 31, 2009:
|
|
At December 31, 2009
|
|
Class A
|
|
Number of Shares
|
|
|
% of Class
|
|
|
% of Total
|
|
Banco
de la Nación Argentina
1
|
|
|
1,045,348.00
|
|
|
|
16.5
|
|
|
|
2.9
|
|
Bartolomé
Mitre 326
|
|
|
|
|
|
|
|
|
|
|
|
|
1036
Buenos Aires, Argentina
|
|
|
|
|
|
|
|
|
|
|
|
|
Banco
do Brasil
2
|
|
|
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
|
|
|
|
65.3
|
|
|
|
11.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
34.2
|
|
|
|
2.4
|
|
San
Martin 137
|
|
|
|
|
|
|
|
|
|
|
|
|
C1004AAC
Buenos Aires, Argentina
|
|
|
|
|
|
|
|
|
|
|
|
|
Banco
de la Nación Argentina
|
|
|
295,944.50
|
|
|
|
11.4
|
|
|
|
0.8
|
|
Bartolomé
Mitre 326
|
|
|
|
|
|
|
|
|
|
|
|
|
1036
Buenos Aires, Argentina
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Korea Exchange Bank
|
|
|
147,172.50
|
|
|
|
5.7
|
|
|
|
0.4
|
|
181,
Euljiro 2GA
|
|
|
|
|
|
|
|
|
|
|
|
|
Jungu,
Seoul, Korea
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub-Total
shares of Class B Common Stock
|
|
|
1,327,577.98
|
|
|
|
51.4
|
|
|
|
3.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
shares of Class B Common Stock
|
|
|
2,584,881.93
|
|
|
|
100.0
|
|
|
|
7.1
|
|
Class E
3
|
|
Number of Shares
|
|
|
% of Class
|
|
|
% of Total
|
|
Brandes
Investment Partners, L.P.
|
|
|
2,462,034.00
|
|
|
|
8.9
|
|
|
|
6.7
|
|
11988
El Camino Real, Suite 500
|
|
|
|
|
|
|
|
|
|
|
|
|
San
Diego, California 92130
|
|
|
|
|
|
|
|
|
|
|
|
|
First
Eagle Investment Management, LLC
|
|
|
1,670,816.00
|
|
|
|
6.0
|
|
|
|
4.6
|
|
1345
Avenue of the Americas
|
|
|
|
|
|
|
|
|
|
|
|
|
New
York, New York 10105-4300
|
|
|
|
|
|
|
|
|
|
|
|
|
LSV
Asset Management
3
|
|
|
1,511,347.00
|
|
|
|
5.5
|
|
|
|
4.1
|
|
1
N. Wacker Drive, Suite 4000
|
|
|
|
|
|
|
|
|
|
|
|
|
Chicago,
Illinois 60606
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub-Total
shares of Class E Common Stock
|
|
|
5,644,197.00
|
|
|
|
20.4
|
|
|
|
15.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
shares of Class E Common Stock
|
|
|
27,618,545.00
|
|
|
|
100.0
|
|
|
|
75.6
|
|
Class F
|
|
Number of Shares
|
|
|
% of Class
|
|
|
% of Total
|
|
|
|
|
|
|
|
|
|
|
|
Total
shares of Class F Common Stock
|
|
|
0
|
|
|
|
100.0
|
|
|
|
0.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shares of Common
Stock
|
|
|
36,545,616.09
|
|
|
|
|
|
|
|
100.0
|
|
|
1
Does not include an aggregate of 7,282 class E shares corresponding
to former and current Director’s entitlements under the 2008 Stock
Incentive Plan, that were issued to their employer, Banco de la Nación
Argentina.
|
|
2
Does not include an aggregate of 8,480 class E shares corresponding
to former Directors’ entitlements under the 2003 Restricted Stock Plan and
the 2008 Stock Incentive Plan that were issued to their employer, Banco do
Brasil.
|
|
3
Source: Schedu
l
e 13G filing with the
U.S. Securities and Exchange Commission dated December 31,
2009.
|
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
Wednesday, April 14, 2010, at 10:00 a.m. (Panama time), then a second meeting
will be held at 10:00 a.m. (Panama time) on Thursday, April 15, 2010, at the
same location, with the shareholders present (in person or by proxy) at such
second meeting. At this second meeting, a quorum will be constituted
by the shareholders 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 shareholders 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, 2009
(PROPOSAL
1)
The
Bank’s audited financial statements for the fiscal year ended December 31, 2009,
were prepared by the Bank in accordance with U.S. Generally Accepted Accounting
Principles (“U.S. GAAP”), and were audited by the Bank’s registered independent
public accounting firm, Deloitte, in accordance with U.S. Generally Accepted
Auditing Standards. At the Annual Meeting, the shareholders 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
shareholders, officers of the Bank will be available to answer any questions
that may be posed by shareholders 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, 2009.
APPOINTMENT
OF THE REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2010
(PROPOSAL
2)
The Board
recommends that the shareholders appoint Deloitte as registered independent
public accounting firm for the fiscal year ending December 31, 2010, as auditors
of the Bank, to report on the Bank’s financial statements and to perform such
other appropriate accounting services as may be required. 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 shareholders
of the Bank attending the Annual Meeting.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
THE
APPOINTMENT OF DELOITTE AS THE REGISTERED INDEPENDENT PUBLIC
ACCOUNTING
FIRM OF THE BANK FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010.
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. In the event the number of issued and outstanding class F shares is equal
to or greater than 15% of the total issued and outstanding shares of all classes
of the Bank’s common stock, the class F shareholders shall have the right to
elect one director, and the total number of directors shall be increased from 10
to 11. As of the record date, there are no issued or outstanding
class F shares.
Except
for the Bank’s Chief Executive Officer, Mr. Jaime Rivera, and for Mr. Guillermo
Güémez García, 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 (“Superintendency). Information
regarding the independence determination of directors is included on the Bank’s
website at http://
www.bladex.com
/Investors
Center/Corporate Governance.
Members
of the Board are elected at annual meetings of shareholders 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 shareholder of each class has a number of votes equal to the number of shares
of such class held by the shareholder multiplied by the number of directors to
be elected by such class, and the shareholder 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 shareholder may
decide. Shareholders 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 shareholders will be asked to elect four directors (one
director to represent the holders of the class A shares of the Bank’s common
stock, and three directors 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 director to represent the holders of the class A and class E shares,
respectively. Each elected director will serve a three-year
term. Qualified candidates for the directorship representing the
holders of the class A shares will be nominated at the Annual Meeting by the
holders of such class A shares. The Board has nominated Herminio
Blanco, William Dick Hayes and Maria da Graça França to represent the holders of
the class E shares of the Bank’s common stock.
Three
Directors Nominated for Re-election to Represent Holders of Class E
Shares
With the
recommendation of t
he Bank
’
s Nomination and
Compensation Committee, the Board has nominated
Herminio Blanco, William D
ick
Hayes and Maria
da Graç
a Franç
a
for re-election
as director
s
to represent the holders of the class E shares of the
Bank
’
s
common stock.
Herminio A. Blanco
is the
founder and since 2002 has served as Chief Executive Officer of Soluciones
Estratégicas Consultoría, Mexico City, and is a founding partner and since 2005
has served as Chairman of IQOM. He has been a member of the Advisory
Board of SSA Mexico since 2008. Mr. Blanco has served as a board
member of Banco Mercantil del Norte-Banorte and CYDSA since 2006, the United
States Chamber of Commerce Foundation since 2005 and Arcelor Mittal Steel US
since 2004. He has been a member of the International Advisory Committee of
Mitsubishi Corporation and the Trilateral Commission since 2000. He was a senior
member of the economic cabinet for President Ernesto Zedillo and the Secretary
of Trade and Industry of Mexico from 1994 to 2000. He was
Undersecretary for International Trade and Negotiations of the Ministry of Trade
and Industry of Mexico from 1993 to 1994 and from 1988 to 1990, and was Mexico’s
Chief Negotiator of the North American Free Trade Agreement (NAFTA) from 1990 to
1993. Mr. Blanco was one of the three members of the Council of
Economic Advisors to the President of Mexico from 1985 to 1988. He was
responsible for the negotiation of the Mexico-European Union free trade
agreement and various other free trade agreements with Latin American countries
and with Israel. Mr. Blanco also contributed to the launching of
negotiations for a free trade agreement with Japan. 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 a Director
of Bladex Asset Management Inc. since 2008. Mr. Hayes
has
served as President of Whaleco, Inc., New York, President of Wellstone Global
Finance, LLC, San Francisco, California and Connecticut, and Chairman and
charter member of the Board of Directors and the Investment Committee of Tricon
Forfaiting Fund Limited, Bermuda 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.
Maria da Graça França
served
as Director of Internal Control of Banco do Brasil from 2006 to
2007. She also served in various other capacities during her tenure
with Banco do Brasil, starting in 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.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE HOLDERS OF
CLASS
E SHARES VOTE FOR THE RE-ELECTION OF HERMINIO BLANCO, WILLIAM DICK
HAYES
AND MARIA DA GRAÇA FRANÇA AS CLASS E DIRECTORS OF THE BANK’S
COMMON
STOCK.
INFORMATION
AS TO THE BOARD, COMMITTEES,
NON-EXECUTIVE
OFFICERS OF THE BOARD, ADVISORY COUNCIL AND EXECUTIVE
OFFICERS
OF THE BANK
Information
as to Directors
The
following table sets forth certain information concerning the directors whose
terms do not expire in 2010 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
|
|
|
|
|
|
|
|
|
Guillermo
Güémez García
|
|
Mexico
|
|
Director
|
|
2011
|
|
69
|
Deputy
Governor
|
|
|
|
|
|
|
|
|
Banco
de Mexico
|
|
|
|
|
|
|
|
|
Mexico
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carlos
E. Weitz
|
|
Argentina
|
|
Director
|
|
2012
|
|
48
|
Advisor
to the Presidency
|
|
|
|
|
|
|
|
|
Banco
de la Nación Argentina
|
|
|
|
|
|
|
|
|
Argentina
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLASS
E
|
|
|
|
|
|
|
|
|
Will
C. Wood
|
|
U.S.A.
|
|
Director
|
|
2012
|
|
70
|
Principal
|
|
|
|
|
|
|
|
|
Kentwood
Associates
|
|
|
|
|
|
|
|
|
U.S.A.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mario
Covo
|
|
U.S.A.
|
|
Director
|
|
2011
|
|
52
|
Chief
Executive Officer
|
|
|
|
|
|
|
|
|
Finaccess
International, Inc.
|
|
|
|
|
|
|
|
|
U.S.A.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ALL
CLASSES
|
|
|
|
|
|
|
|
|
Gonzalo
Menéndez Duque
|
|
Chile
|
|
Director
|
|
2012
|
|
61
|
Director
|
|
|
|
|
|
|
|
|
Banco
de Chile
|
|
|
|
|
|
|
|
|
Chile
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jaime
Rivera
|
|
Guatemala
|
|
Director
|
|
2012
|
|
56
|
Chief
Executive Officer
|
|
|
|
|
|
|
|
|
Banco
Latinoamericano de Comercio Exterior, S.A.
|
|
|
|
|
|
|
|
|
Panama
|
|
|
|
|
|
|
|
|
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 of 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. He 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 from 1986 to 1990. Mr.
Güémez founded and was President of Euromex Casa de Cambio and Euroamerican
Capital Corporation from 1986 to 1990. He also has served as a Board
Member of the Institute of International Finance and as a Board Member and
Chairman of the Executive Committee of International Mexican Bank
Ltd. Prior to that Mr. Güémez was employed by Bank of America
Corporation in Mexico as Assistant Representative.
Carlos E. Weitz
has served as
Financial Advisor to the Presidency of Banco de la Nación Argentina and to the
Ministry of Economy and Finance of Argentina since 2008. He served as
Superintendent of Pension Fund Management of Argentina from January to October
2008 and from May to November 2003. He also served as Advisor to the
Board of Banco de la Provincia de Buenos Aires, Argentina from 2006 to 2007 and
as Board Member of Banco Ciudad de Buenos Aires, Argentina from 2004 to 2006.
Mr. Weitz was the General Coordinator of the Strategic Group of Financial
Services of the Ministry of Economy of Argentina from 2002 to 2003, President of
the National Securities Commission of Argentina, President of COSRA (
Consejo de Reguladores de Valores de
las Americas
), President of the Interamerican Regulators Committee and
Director of the Iberoamerican Institute of Capital Markets of Argentina from
2000 to 2002, Alternate Financial Representative and Financial Representation of
Argentina in the United States, Canada and Japan in Washington, D.C. from 1997
to 2000. Prior to that Mr. Weitz was Director of Loan Negotiations
and Director of Internal Financing of the Ministry of Economy of Argentina from
1993 to 1997 and was employed by Banco Central de la Republica Argentina in the
financial area from 1981 to 1993.
Will C. Wood
has served as the
founding principal of Kentwood Associates of Menlo Park, California
since 1993. He is a trustee of 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 was
also 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.
Mario Covo
has served as a Director
of Bladex Asset Management Inc. since 2008. Dr. Covo
is the
Managing Partner of Helios Advisors in New York. He was a founding
partner of Finaccess International, Inc. in 2000 and of Columbus Advisors in
1995. Dr. Covo worked at Merrill Lynch from 1989 to1995, where he was
Head of Emerging Markets-Capital Markets. Prior to working for Merrill Lynch,
Dr. Covo worked at Bankers Trust Company of New York from 1985 to 1989 as Vice
President in the Latin American Merchant Banking Group, focusing on corporate
finance and debt-for-equity swaps. Prior to that Dr. Covo was an International
Economist for Chase Econometrics from 1984 to 1985, focusing primarily on
Venezuela and Colombia.
Gonzalo Menéndez Duque
is a
senior director of the Luksic companies in Chile and serves as 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 has served as President of Inversiones Vita since 2000, a Luksic
group company. He also serves as Vice Chairman of Fundación Andrónico
Luksic A. and Fundación Pascual Baburizza since 2005. Previously, Mr.
Menéndez Duque served as 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 including positions in the US as Managing
Director of the Latin America Financial Institutions Group and the Latin America
Corporate Finance team and on-site as General Manager in Brazil, Argentina,
Uruguay and Guatemala, Marketing Manager in Chile, and in Venezuela as Manager
of Latin America Information Systems. 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 a member of the International Advisory Committee (IAC) to the Board of
Directors of the NYSE. He has an MBA degree from Cornell University,
a Master of Science degree from Northwestern University, and a Bachelor of
Science degree from Northrop University.
Information
as to Non-Executive Officers of the Board (
Dignatarios)
The
following table sets forth the names, countries of citizenship and ages of the
Board’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).
|
|
|
|
Position held by
Dignatario
with the
Bank
|
|
|
Gonzalo
Menéndez Duque
Director
Banco
de Chile, Chile
|
|
Chile
|
|
Chairman
of the Board
|
|
61
|
|
|
|
|
|
|
|
Maria
da Graça França
|
|
Brazil
|
|
Treasurer
|
|
61
|
|
|
|
|
|
|
|
Ricardo
Manuel Arango
Partner
Arias,
Fábrega & Fábrega
|
|
Panama
|
|
Secretary
|
|
49
|
Meetings
of the Board and Committees
The Board
conducts its business through meetings of the Board and through its
committees. During the fiscal year ended December 31, 2009, the Board
held fourteen meetings. Each director attended an average of 90% of
the total number of Board meetings held during the fiscal year ended December
31, 2009. 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,
2009:
|
|
|
|
Total number of
meetings held
|
Audit and
Compliance
Committee
|
|
4
|
|
7
|
Credit
Policy and Risk Assessment Committee
|
|
5
|
|
4
|
Assets
and Liabilities
Committee
|
|
5
|
|
6
|
Business
Committee
|
|
5
|
|
4
|
Nomination
and Compensation Committee
|
|
4
|
|
7
|
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), Gonzalo Menéndez
Duque, Maria da Graça França, and Carlos Weitz.
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. In addition, at least one of the members of the
Audit and Compliance Committee is a “financial expert,” as defined in the rules
enacted by the SEC under the Sarbanes-Oxley Act. 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
performance of both the internal audit and the registered independent public
accounting firm, the Bank’s corporate governance, compliance with legal and
regulatory requirements and the Bank’s Code of Ethics.
The Audit and Compliance
Committee meets with each of the internal and independent auditors, and Bank’s
management to discuss the Bank’s audited consolidated financial statements and
management discussion and analysis (“MD&A”).
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, 2009, the
committee met seven times.
The Audit
and Compliance Committee, in its capacity as a committee of the Board, is
directly responsible for the final approval for its recommendation to the
shareholders for the renewal or replacement of the Bank’s independent auditors,
at the Annual Shareholders’ Meeting their compensation (including the
pre-approval of all audit and non-audit services) and oversight of the Bank’s
independent auditors, including the resolution of disagreements regarding
financial reporting between the Bank’s management and the independent auditors.
The Bank’s independent auditors are required to report directly to the
committee.
The
Charter of the Audit and Compliance Committee requires an annual self-evaluation
of the committee’s performance.
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, the Bank’s registered independent public accounting firm, for each of
the last two fiscal years:
|
|
2009
|
|
|
2008
|
|
Audit
Fees
|
|
$
|
565,000
|
|
|
$
|
482,000
|
|
Audit-Related
Fees
|
|
$
|
93,500
|
|
|
|
|
|
Tax
Fees
|
|
|
|
|
|
|
|
|
All
Other Fees
|
|
|
|
|
|
$
|
71,000
|
|
Total
|
|
$
|
658,500
|
|
|
$
|
553,000
|
|
The Audit
and Compliance Committee’s Charter may be found on the Bank’s website at
http://
www.bladex.c
om
.
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, except for Guillermo Güémez García, 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. The committee 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 other things, 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
Credit Policy and Risk Assessment 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. The committee meets at least four times per
year. During the fiscal period ended December 31, 2009, the committee
held four meetings.
The
Credit Policy and Risk Assessment Committee Charter may be found on the Bank’s
website at http://
www.bladex.com
.
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 except for Guillermo
Güémez García, 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 Dick 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 other things, policies related to the Bank’s
funding, interest rate and liquidity gaps, liquidity investments, 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 the Bank’s 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. The committee
meets at least four times per year. During the fiscal year ended
December 31, 2009, the committee held six meetings.
The
Assets and Liabilities Committee Charter may be found on the Bank’s website at
http://
www.bladex.com
.
Business
Committee
The
Business Committee is a standing committee of the Board and 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 Dick Hayes (Chairman),
Gonzalo Menéndez Duque, Mario Covo, Herminio Blanco and José Maria
Rabelo.
The
Business Committee’s primary responsibility is to support the Bank’s management
with business ideas and strategies and to provide follow-up on the business
directives of the Board. The committee’s main objective will always be to
improve the Bank’s efficiency in the management of the Bank’s various business
units.
The
Business Committee meets at least four times per year. During the fiscal year
ended December 31, 2009, the committee held four meetings.
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, 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, William Dick Hayes and Carlos Weitz.
The
Nomination and Compensation Committee meets at least five times per year. During
the fiscal year ended December 31, 2009, the committee held seven
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 shareholders; 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 shareholders. All director candidates will
be evaluated in the same manner regardless of how they are recommended,
including recommendations by shareholders. 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. Shareholders
can mail any recommendations and an explanation of the qualifications of the
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 http://www.bladex.com.
Mr. Jaime Rivera is the only executive
officer that serves as a member of the Board. None of the Bank’s
executive officers serve 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.
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 2009 amounted to
$15,000. During the fiscal year ended December 31, 2009, 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
Feletti
|
|
Secretary
of Economy
|
|
Argentina
|
|
51
|
|
|
Ministry
of Economy and Public Finance
|
|
|
|
|
|
|
|
|
|
|
|
Roberto
Teixeira da Costa
|
|
Board
Member
|
|
Brazil
|
|
75
|
|
|
Sul
America, S.A.
|
|
|
|
|
|
|
|
|
|
|
|
Carlos
Martabit
|
|
General
Manager, Finance Division
|
|
Chile
|
|
56
|
|
|
BancoEstado
|
|
|
|
|
|
|
|
|
|
|
|
Santiago
Perdomo
|
|
President
|
|
Colombia
|
|
52
|
|
|
Banco
Colpatria, Red Multibanca Colpatria
|
|
|
|
|
|
|
|
|
|
|
|
Alberto
Motta Jr.
|
|
President
|
|
Panama
|
|
63
|
|
|
Inversiones
Bahia Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
Enrique
Cornejo
|
|
Minister
|
|
Peru
|
|
53
|
|
|
Ministry
of Transportation and Communications
|
|
|
|
|
Executive
Officers
Set forth
below are the executive officers of the Bank.
Name
|
|
Position
|
|
Country of
Citizenship
|
|
Age
|
|
|
|
|
|
|
|
Jaime
Rivera
|
|
Chief
Executive Officer
|
|
Guatemala
|
|
56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rubens
V. Amaral Jr.
|
|
Executive
Vice President,
|
|
Brazil
|
|
50
|
|
|
Chief
Commercial Officer
|
|
|
|
|
|
|
|
|
|
|
|
Gregory
D. Testerman
|
|
Executive
Vice President,
|
|
United
States
|
|
47
|
|
|
Senior
Managing Director,
|
|
|
|
|
|
|
Treasury
& Capital Markets
|
|
|
|
|
|
|
|
|
|
|
|
Miguel
Moreno
|
|
Executive
Vice President,
|
|
Colombia
|
|
56
|
|
|
Chief
Operating Officer
|
|
|
|
|
|
|
|
|
|
|
|
Miguel
A. Kerbes
|
|
Senior
Vice President,
|
|
Uruguay
|
|
50
|
|
|
Chief
Risk Officer
|
|
|
|
|
|
|
|
|
|
|
|
Christopher
Schech
|
|
Senior
Vice President,
|
|
Germany
|
|
44
|
|
|
Chief
Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
Gustavo
Díaz
|
|
Senior
Vice President,
|
|
Colombia
|
|
47
|
|
|
Controller
|
|
|
|
|
|
|
|
|
|
|
|
Manuel
Mejía-Aoun
|
|
Chief
Investment Officer
|
|
Panama
|
|
51
|
|
|
Bladex
Asset Management Inc.
|
|
|
|
|
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 including positions in the US as Managing
Director of the Latin America Financial Institutions Group and the Latin America
Corporate Finance team and on-site as General Manager in Brazil, Argentina,
Uruguay and Guatemala, Marketing Manager in Chile, and in Venezuela as Manager
of Latin America Information Systems. 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 a member of the International Advisory
Committee (IAC) to the Board of Directors of the NYSE. He has an MBA
degree from Cornell University, a Master of Science degree from Northwestern
University, and a Bachelor of Science degree from Northrop
University.
Rubens V. Amaral Jr.
has
served as Executive Vice President, Chief Commercial Officer of the Bank since
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 to 1998, 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 has served as a
Director of Bladex Asset Management Inc. since 2006. 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 participated in the Corporate Controllers
Development Program in New York from 1984 to 1986.
Miguel Moreno
has served as
Executive Vice President, Chief Operating Officer since July 2007. He
previously served as Senior Vice President and Controller of the Bank since
September 2001. He was a Management Consulting Partner for
PricewaterhouseCoopers, 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, Colombia, as Chief of the
Organization and Systems Office, 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.
Christopher Schech
has served
as Chief Financial Officer of the Bank since September
2009. Previously, Mr. Schech served as Chief Financial Officer in the
Region International division at Volvo Financial Services, part of AB Volvo
Group based in Gothenburg, Sweden, covering operations in Latin America, Eastern
Europe, Asia and Australia. Prior to that, Mr. Schech served in various
capacities in Audit, Finance, and Business Development at General Electric
Company from 1996 to 2008, including an assignment as Regional Manager,
Financial Planning and Analysis at BAC Credomatic Network, a GE Capital Services
joint venture based in Costa Rica, from 2005 to 2008. Mr. Schech’s background
also includes serving in various positions in the Financial Services Audit
Division at Coopers & Lybrand Deutsche Revision in Frankfurt, Germany, from
1990 to 1996. Mr. Schech holds a Masters-Degree in Economic Studies from the
University of Konstanz, Germany.
Gustavo Díaz
was appointed
Controller of the Bank in September 2009. Mr. Díaz has over 15 years of auditing
experience in the financial industry. Prior to joining the Bank, he served as
Internal Auditing Manager for Central American Bank for Economic Integration
(CABEI) in Tegucigalpa, Honduras, from 2000 to 2009. Prior to that, he served as
Internal Auditing Director and Compliance Officer for Corporación Financiera del
Valle (Corfivalle) in Cali, Colombia, from 1994 to 2000, and as External
Auditing Manager for KPMG Peat Marwick in Colombia and Chile, from 1985 to 1994.
Mr. Díaz holds a Master-Degree in Professional Management from Miami University,
Florida, and a Masters-Degree in Finance with Major in International Business
from the Universidad ICESI, Cali, Colombia. Mr. Díaz also has CIA,
CFSA, and CCSA certifications, granted by The Institute of Internal Auditors
(IIA).
Manuel Mejía-Aoun
has served
as Chief Investment Officer of Bladex Asset Management Inc. since November 2005,
and as a Director of Bladex Asset Management Inc. since 2008. Mr.
Mejía-Aoun has over 24 years of investment experience in emerging markets. Prior
to joining the Bank, he was Chief Executive Officer of Maxblue, Deutsche Bank’s
first personal financial consultancy business, focusing on high net worth
investors in Latin America. Prior to 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” section with the Bank’s
management, and based on this review and discussion, the Nomination and
Compensation Committee has recommended to the Board that the following
“Compensation of Executive Officers and Directors” be included in the Bank’s
Proxy Statement for 2010.
Executive
Officers Compensation
The
aggregate amount of cash compensation paid by the Bank during the year ended
December 31, 2009, to the executive officers employed in the Bank’s Head Office
as a group for services in all capacities was $2,082,054. During the
fiscal year ended December 31, 2009, the Bank accrued, and in February 26, 2010
paid, performance-based bonuses to the Bank’s executive officers in the
aggregate amount of $685,000. At December 31, 2009, the total amount set aside
or accrued by the Bank to provide pension, retirement or similar benefits for
executive officers was approximately $354,524.
In
addition, the aggregate amount of cash compensation paid by the Bank during the
year ended December 31, 2009, 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 $2,972,152.
In
February 2008, the Board approved the 2008 Stock Incentive Plan (the “2008
Plan”), which allows the Bank to grant restricted shares, restricted stock
units, stock options and/or other similar compensation instruments to the
directors, executive officers and other non-executive employees of the
Bank.
On
February 10, 2009, the Bank granted 86,482 restricted stock units and 394,318
stock options to executive officers of the Bank. The Bank granted an
additional aggregate of 45,538 restricted stock units and 207,667 stock options
to other non-executive employees of the Bank. The restricted stock
units vest at a rate of 25% per year on each anniversary of the award
date. The options vest at a rate of 25% per year, measured from the
award date (with vesting occurring on each anniversary of the award
date). As of December 31, 2009, the compensation cost charged against
the Bank’s 2009 income in connection with these restricted stock units and stock
options was $247,570 and $247,589, respectively. The total remaining
compensation cost of $1,736,112 will be charged over a period of 3.11
years.
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 or her salary. All contributions are administered by a trust
through an independent third party. During 2009, the Bank charged to
salaries expense $116,008 with respect to the contribution plan. As
of December 31, 2009, the accumulated liability payable under the contribution
plan amounted to $385,567.
2009
Chief Executive Officer Compensation
The 2009
compensation of the Bank's Chief Executive Officer included a base salary of
$300,000, a performance-based cash bonus of $200,000, a performance-based stock
option and a restricted stock units grant with a value of $400,000, a retirement
plan that included a contribution from the Bank of $23,504 during 2009, and
other benefits amounting to $10,310. In addition, the Chief Executive
Officer has a contractual severance payment in case of termination without cause
of $300,000.
Board
of Directors Compensation
Each
non-employee director of the Bank receives an annual cash retainer of $40,000
for his or her 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 shareholders meetings. If the Board meets
more than seven times, the Bank will pay each director an attendance fee of
$1,500 for each additional Board and/or shareholders meeting. The
Chairman of the Board is eligible to receive an additional 50% for each such
additional Board, shareholders or committee meeting attended.
The
Chairman of the Audit and Compliance Committee receives an annual retainer of
$20,000 and the Chairman of the Assets and Liabilities Committee, Nomination and
Compensation Committee, Credit Policy and Risk Assessment Committee, and
Business Committee receive an annual retainer of $15,000. The
non-Chairman members of the Audit Committee receive an annual retainer of
$10,000 and the non-Chairman members of the Assets and Liabilities Committee,
Nomination and Compensation Committee, Credit Policy and Risk Assessment
Committee, and Business Committee, each receive an annual retainer of
$7,500. These annual retainers cover seven meetings of the Audit
Committee and six meetings each of the Assets and Liabilities Committee,
Nomination and Compensation Committee, Credit Policy and Risk Assessment
Committee, and Business Committee. When the Audit Committee has met
more than seven times and the Assets and Liabilities Committee, Nomination and
Compensation Committee, Credit Policy and Risk Assessment Committee, and
Business Committee have met more than six times, the Bank will pay an attendance
fee of $1,000 for each additional committee meeting. The Chairman 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, 2009, to the directors of the Bank as a group for their services as
directors was $791,216.
The
aggregate number of shares of restricted stock awarded during the year ended
December 31, 2009, to non-employee directors of the Bank as a group under the
2008 Plan was 37,934 class E shares, equal to $50,000 for each non-employee
director of the Bank and $75,000 for the Chairman of the Board. As of
December 31, 2009, the total cost for these restricted stock units amounted to
$474,934, of which $44,240 was registered during 2009, and the remaining
compensation cost of $430,694 for these restricted stock units will be charged
against income over a period of 4.53 years.
Beneficial
Ownership
As of
December 31, 2009, the Bank’s executive officers and directors as a group, owned
an aggregate of 140,424 class E shares, which was approximately 0.51% of all
issued and outstanding class E shares.
The
following tables set forth information regarding the number of shares, stock
options, deferred equity units, restricted stock units, and indexed stock
options owned by the Bank’s executive officers as of December 31, 2009, as well
as the restricted stock units and stock options granted in February 2010 under
the 2008 Plan.
Name and Position of
Executive
Officer
|
|
Number of
Shares
Beneficially
Owned as of
December
31,
2009
(1)
|
|
|
Number of
Shares that
may
be acquired
within 60 days
of December
31,
2009
(2)
|
|
|
Stock
Options
(3)
|
|
|
Restricted
Stock Units
(2008 Stock
Incentive
Plan)
(4)
|
|
|
Deferred
Equity Units
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jaime
Rivera
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief
Executive Officer
|
|
|
1,400
|
|
|
|
189,739
|
|
|
|
195,185
|
|
|
|
41,879
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rubens
V. Amaral Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief
Commercial Officer
|
|
|
1,000
|
|
|
|
174,349
|
|
|
|
176,404
|
|
|
|
38,993
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory
D. Testerman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior
Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury
and Capital Markets
|
|
|
2,349
|
|
|
|
91,900
|
|
|
|
177,923
|
|
|
|
39,641
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Miguel
Moreno
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief
Operating Officer
|
|
|
0
|
|
|
|
56,887
|
|
|
|
73,104
|
|
|
|
16,154
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Miguel
A. Kerbes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief
Risk Officer
|
|
|
0
|
|
|
|
49,967
|
|
|
|
44,315
|
|
|
|
9,248
|
|
|
|
621
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher
Schech
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief
Financial Officer
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gustavo
Díaz
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Controller
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manuel
Mejía-Aoun
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief
Investment Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bladex
Asset Management Inc
|
|
|
5,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
9,749
|
|
|
|
562,842
|
|
|
|
666,931
|
|
|
|
145,915
|
|
|
|
621
|
|
(1)
|
Includes
shares purchased by the executive or restricted stock units transferred to
the executive.
|
(2)
|
Includes
vested indexed and traditional stock options, as well as options and
restricted stock units that will vest within 60 days of December 31,
2009.
|
(3)
|
Includes
271,081; 285,882; and 78,170 unvested stock options granted to executives
officers on February 9, 2010, February 10, 2009, and February 12, 2008
respectively, under the 2008 Plan. Also includes 31,798
unvested stock options granted to executives of the Bank on February 13,
2007, under the 2006 Stock Option Plan. Also, an aggregate
amount of 149,696; 154,062; and 30,230 stock options were granted to other
non-executive employees under the 2008 Plan on February 9, 2010, February
10, 2009, and February 12, 2008 respectively; and an aggregate amount of
11,133 stock options were granted to other non-executive employees on
February 13, 2007, under the 2006 Stock Option
Plan.
|
(4)
|
Includes
17,823; 62,702; and 65,390 unvested restricted stock units granted to
executive officers on February 12, 2008, February 10, 2009, and February
9, 2010, respectively, under the 2008 Plan. Also, an aggregate amount of
36,106; 33,791; and 6,898 restricted stock units were granted to other
non-executive officers under the 2008 Plan on February 9, 2010, February
10, 2009, and February 12, 2008
respectively.
|
(5)
|
Deferred
Equity Units under the Bank's Deferred Compensation
Plan.
|
(6)
|
The
executive and non-executives of Bladex Asset Management Inc. are not
elegible to receive grants under any of the equity compensation
plans.
|
The
following table sets forth information regarding ownership of the Bank’s shares
by members of its Board, including restricted shares, and stock options, held as
of December 31, 2009.
Name of Director
|
|
Number of
Shares
Beneficially
Owned as of
December 31,
2009
(1)
|
|
|
Number of
Shares
that may
be
acquired
within
60 days
of
December 31,
2009
(2)
|
|
|
Stock
Options
(3)
|
|
|
Restricted
Shares
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guillermo
Güémez García
(5)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Carlos
Weitz
(6)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
José
Maria Rabelo
|
|
|
3,993
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,993
|
|
Will
C. Wood
|
|
|
14,473
|
|
|
|
7,547
|
|
|
|
532
|
|
|
|
8,394
|
|
Mario
Covo
|
|
|
12,473
|
|
|
|
7,547
|
|
|
|
532
|
|
|
|
8,394
|
|
Herminio
Blanco
|
|
|
31,998
|
|
|
|
7,547
|
|
|
|
532
|
|
|
|
8,394
|
|
William
Dick Hayes
|
|
|
11,168
|
|
|
|
7,547
|
|
|
|
532
|
|
|
|
8,394
|
|
Maria
da Graça França
|
|
|
9,623
|
|
|
|
0
|
|
|
|
0
|
|
|
|
8,030
|
|
Gonzalo
Menéndez Duque
|
|
|
18,712
|
|
|
|
11,324
|
|
|
|
797
|
|
|
|
12,592
|
|
Total
|
|
|
102,440
|
|
|
|
41,512
|
|
|
|
2,925
|
|
|
|
58,191
|
|
|
(1)
|
Includes
class E shares held under the 2003 Restricted Stock Plan and the 2008
Plan.
|
|
(2)
|
Includes
vested indexed and traditional stock options that will vest within 60 days
of December 31, 2009.
|
|
(3)
|
Includes
unvested stock options granted to directors on February 13, 2007 under the
2006 Stock Option Plan.
|
|
(4)
|
Includes
unvested restricted class E shares granted under the 2003 Restricted Stock
Plan and the 2008 Plan.
|
|
(5)
|
12,473
class E shares corresponding to Mr. Güémez's entitlement under the 2003
Restricted Stock Plan and the 2008 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.
|
|
(6)
|
3,993
class E shares corresponding to Mr. Weitz's entitlement under the 2008
Plan have been issued to his employer,
Banco
de la Nación Argentina.
|
For
additional information regarding stock options granted to executive officers and
directors, see Note 16 to the audited financial statements of the Bank for the
fiscal year ended December 31, 2009.
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 verifying 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
http://www.bladex.com.
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 Comercio Exterior, 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 shareholders, employees of the Bank, and other interested parties with
an alternative channel to report anonymously, any 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 http://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 the 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 in which they are executive officers or
directors, nor do they participate with respect to decisions regarding country
exposure limits in countries in which the institutions are
domiciled.
AUDIT
AND COMPLIANCE COMMITTEE REPORT
The Audit
and Compliance Committee currently consists of at least three members of the
Board, each of whom is independent of the Bank and its management,
based upon the standard
adopted by the Board, which incorporates the independence requirements under
applicable laws, rules and regulations. The members of the Audit and
Compliance Committee have maintained independence through the year
2009.
The Board has adopted, and annually reviews, an Audit
Committee Charter. The Charter specifies the scope of the Audit Committee’s
responsibilities and how it carries out those responsibilities.
The Audit
and Compliance Committee has reviewed and discussed the Bank’s December 31,
2009 audited financial statements, along with management’s assessment of the
effectiveness of the internal control over financial reporting. The Bank’s
management has represented to the Audit and Compliance Committee that the Bank’s
consolidated financial statements were prepared in accordance with U.S. GAAP.
Also, the Audit and Compliance Committee met with the registered independent
public accounting firm and has discussed the results of the audit performed and
evaluation of the internal control over financial reporting. The Audit and
Compliance Committee also has discussed with Deloitte the matters that
registered independent public accounting firms must communicate to audit
committees under Public Company Accounting Oversight Board (“PCAOB”)
rules.
The Audit
and Compliance Committee also has received from Deloitte the written disclosures
and the letter required by the PCAOB’s Ethics and Independence Rule 3526,
Communication with Audit Committees
Concerning Independence
, and has discussed with Deloitte their
independence from the Bank. The Audit Committee also has considered whether the
provision of non-audit services to the Corporation is compatible with Deloitte’s
independence.
Based on
the review and discussions referred to above, the Audit and Compliance Committee
recommended to the Board that the December 31, 2009 audited financial
statements be included in the Bank’s Annual Report on Form 20-F for the year
ended December 31, 2009.
Respectfully
submitted,
|
|
Audit
and Compliance Committee
|
|
Will
C. Wood, Chairman
|
Gonzalo
Menéndez Duque
|
Maria
da Graça França
|
Carlos
Weitz
|
SHAREHOLDERS
PROPOSALS FOR 2011 ANNUAL MEETING
Any
proposals that a shareholder wishes to have included in the Bank’s proxy
statement for the 2011 annual meeting of shareholders, including, without
limitation, any nomination of a director who the shareholder 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 14, 2011. In the event the proposal
includes a nomination for a directorship, it must include material background
information relating to the nominee to allow the Nomination and Compensation
Committee 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 12,
2010
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