EXPLANATORY STATEMENT ON RESOLUTIONS
Ordinary Resolution #1
The proposal to amend By-Law No. 2 of The Bank of Nevis Limited (‘the Bank’) dated 17th December 2020 allows for conformity and consistency with the provisions of the Banking Act, 2015 (as amended).
In May 2023, by Act 9 of 2023 of the Laws of St. Kitts and Nevis, section 101 of the Banking Act was amended as follows:
“101(1) A licensed financial institution or licensed financial holding company shall give written notice to the Eastern Caribbean Central Bank of the proposed appointment or election of a director or officer at least sixty (60) days prior to the appointment or election of the director or officer.” [Emphasis added]
There was previously no requirement for prior notification.
Therefore, the Board of Directors is seeking shareholders’ approval to amend By-Law No. 2 of The Bank of Nevis Limited as presented so that the bank can be compliant with the amendment to the Banking Act. The rationale for 75 days’ notice is to allow the Bank time to obtain the necessary due diligence documents from the proposed candidate for director and to submit same to the Eastern Caribbean Central Bank (ECCB).
Special Resolution #2
Clause 9.1 of By-Law No. 2 provides as follows:
“9.1 The remuneration to be paid to the directors shall be such as the shareholders may from time to time determine and such remuneration may be in addition to the salary paid to any officer or employee of the Company who is also a director.”
A comparison of Director fees at institutions whose records are a matter of public record outlines that the Bank fees are not in alignment with other indigenous banks’ operating in a similar economic climate as St. Kitts. Please have regard to the following.
| NO. | NAME OF INDIGENOUS BANK | FEES-CHAIRMAN (EC$) per month | FEES- OTHER DIRECTORS(EC$) per month | OTHER |
|---|---|---|---|---|
| 1. | Antigua Commercial Bank Ltd, trading as ACB Caribbean | $5500 | $4500 | |
| 2. | ACB Mortgage & Trust Company Limited (subsidiary of ACB Caribbean) | $5000 | $4000 | |
| 3. | ACB Grenada Bank Ltd. (subsidiary of ACB Caribbean) *fees are being reviewed | $1500 | $1500 | $500 per each Audit & Risk Management Committee Meeting attended quarterly |
| 4. | The Bank of Nevis Limited. | $3500 | $2500 | Chairman- $375 per Committee Meeting Other Directors – $250 per Committee |
| 5. | St. Kitts- Nevis- Anguilla National Bank Ltd. | $6500 | $5000 | $500 per Committee Meeting |
The Board of Directors is seeking shareholders’ approval for an increase in board fees retroactively to 1st July 2023. The request is reasonable considering that the fees have not been reviewed since 2014 to reflect the increase in workload and the cost-of-living adjustment. When Bank of Nevis International Limited (BONI) was sold in 2019, the board fees were reduced by approximately $2,000. Since the acquisition of Royal Bank of Canada (RBC) and RBTT Bank (SKN) Limited in 2021, the asset size of the bank has doubled concurrently with the workload of directors. This is evidenced by the increase in the number of board meetings.
The board was unable to make this request earlier as a result of the accounting challenges experienced with the acquisition, which delayed the completion of the audited financial statements for 2022 and thus the holding of the Annual General Meeting (AGM).
