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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 held its Annual General Meeting of Shareholders in compliance with the law, other relevant regulations and the Articles of Association of the Bank. In the year 2023, the Annual General Meeting (AGM) was held on 27 April 2023 at the Bank's Headquarters and the Extraordinary General Meeting (EGM) was conducted by E-mail on 18 September 2023. The Bank took the following actions:

Prior to the Meeting

The Meeting Notices contain detailed agendas, factual details, rationale, and Board recommendations for each agenda item as well as accompanying documents. The Meeting Notice and accompanying documents were prepared in English and delivered to all Shareholders in advance of the AGM and EGM.

During the Meeting

The 2023 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 2023 were:

1. Approval of distribution of cash dividend at 40% of the 2022 Profit for the Year Attributable to Owners of ACLEDA Bank of KHR742,764,670,000 equal to KHR297,105,864,987.58 at KHR685.8985 per share and transfer the remaining balance of the 2022 Profit for the Year Attributable to Owners of ACLEDA Bank to Retained Earning.
2. Approval of revised Dividend Policy.
3. Approval of reappointment of Mr. Chhay Soeun as a director of ACLEDA Bank for the next 3 years term.
4. Approval of reappointment of Dr. In Channy as a director of ACLEDA Bank for the next 3 years term.
5. Approval of reappointment of Mr. Van Sou Ieng as an Independent Director of ACLEDA Bank until his retirement date on 10 October 2023.
6. Approval of PricewaterhouseCoopers “PwC” as the external auditor of the ACLEDA Bank for the financial year 2024.
7. Approval of annual increase in salary of Chairman of the Board of Directors as below:
   • To increase in salary of Mr. Chhay Soeun, Chairman of the Board, with grading “A+” retro-effective from 01 January 2023;
   • To add 2022 inflation rate of 3% to his salary effective from 01 April 2023 to 31 March 2024.
8. Approval of Board of Directors fees of ACLEDA Bank in line with the 2022 inflation rate of 3%.
9. Approval of a record date on 10 May 2023 for determination of shareholders entitled to receive dividend.
10. Approval of Amendment to Article 8 (“Subscription of Shares”), Appendix 1 (“List of Composition of Board of Directors of ACLEDA Bank”), Appendix 3 (“List of Public Shareholders of ACLEDA Bank”), and Appendix 4 (“List of Shareholders Legalized from ASA, Plc.”) of MAOA of ACLEDA Bank.
11. Approval and appointment of Dr. Heng Dyna as an Independent Director of ACLEDA Bank.
12. Approval and recognition of nomination of Mr. Takeshi Kimoto as a new Shareholder Representative from SMBC in ACLEDA Bank to replace Mr. Hideomi Shigematsu.
13. Approval of amendment to the Appendix 1 (“List of Composition of Board of Directors of ACLEDA Bank Plc.”) of the ACLEDA Bank's MAOA.

Following the Meeting

The Minutes of the 2023 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.