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Corporate Governance

ACLEDA Bank Plc. recognizes the critical importance of corporate governance in supporting the Bank's sustainable growth, enhancing the efficiency of the Bank, creating shareholder value, and securing trust for all stakeholders including Shareholders, customers, staff, and the public. The Board of Directors supports and encourages the adoption and implementation of good corporate governance policies, together with a Code of Conduct and business ethics.

Shareholders' Meeting

The Bank holds its Annual General Meeting (AGM) of Shareholders in compliance with the law, other relevant regulations and the Articles of Association of the Bank. In the year 2022, Annual General Meeting (AGM) was held on 02 May 2022 at the Bank's Headquarters. The Bank took the following actions:

Prior to the Meeting

The Meeting Notice contains detailed agendas, factual details, rationale, and Board recommendations for each agenda item as well as accompanying documents and the 2021 Report of Financial Statements produced by the external auditor. The Meeting Notice and accompanying documents were prepared in English and delivered to all Shareholders in advance of the Annual General Meeting.

During the Meeting

The 2022 AGM was chaired by the Chairman of the Board. The Chairman of the meeting allowed the Shareholders full opportunity to ask questions and make recommendations and provided comprehensive clarification when requested. Management also clarified and answered related issues. The Corporate Secretary recorded the Minutes and details of votes for each agenda item.

The decisions made in 2022 were:

1. Approval of distribution of cash dividend at 35 percent of the 2021 Profit for the Period Attributable to Owners of ACLEDA Bank of KHR679,002,240,000 equal to KHR237,650,775,325.67 at KHR548.6405 per share and transfer the remaining balance of the 2021 Profit for the Period Attributable to Owners of ACLEDA Bank to the Retained Earning with subject to regulator’s approval.
2. Approval of revised Dividend Policy.
3. Approval of reappointment of Mr. Kyosuke Hattori as a director in ACLEDA Bank for the next 3-years term.
4. Approval of Grant Thornton (“GT”) as the external auditor of the ACLEDA Bank for the financial year 2023.
5. Approval of increase in remuneration of Chairman of the Board of Directors as below:
   • To increase in remuneration of Mr. Chhay Soeun, Chairman of the Board, with grading "A+" retro-effective from 01 January 2022;
   • To add 2021 inflation rate of 2.90 percent to his remuneration effective from 01 April 2022 to 31 March 2023; and
   • To adjust 2020 inflation rate by adding to his remuneration retro-effective from 01 April 2021 to 31 March 2022.
6. Approval of adjustment of Board of Directors fees of ACLEDA Bank in line with 2021 inflation rate of 2.90 percent.
7. Approval of a record date on 06 May 2022 for determination of shareholders entitled to receive dividend.

Following the Meeting

The Minutes of the 2022 Annual General Meeting of the Shareholders was circulated to the Shareholders for their perusal prior to confirmation at the next Annual General Meeting.

Shareholders

The Shareholders are the owners of the Bank. However, except for approving certain critical strategic matters the Shareholders have no direct powers to manage the Bank in any way but delegate this responsibility to the Board of Directors through the Articles of Association.

Please click here for the detailed information of ACLEDA Bank Plc.'s Shareholders.