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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Banco Latinoamericano de Comercio Exterior SA | NYSE:BLX | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.82 | 2.82% | 29.94 | 30.20 | 29.01 | 29.41 | 163,636 | 01:00:00 |
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FOREIGN TRADE BANK OF LATIN AMERICA, INC.
(Registrant)
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By:
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/s/ Cameron Letters
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Name:
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Cameron Letters
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Title:
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General Manager
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1)
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to approve the Bank’s audited consolidated financial statements for the fiscal year ended December 31, 2020 (Proposal 1);
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2)
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to ratify the appointment of KPMG (“KPMG”) as the Bank’s independent registered public accounting firm for the fiscal year ending December 31, 2021 (Proposal 2);
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3)
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to elect three directors (one director to represent the holders of the Class E shares of the Bank’s common stock ((“Class E Director”) and two directors to represent the holders of all classes of shares of the Bank’s common stock (“All Classes Directors”)), each to serve a three-year term (Proposal 3);
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4)
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to approve, on an advisory basis, the compensation of the Bank’s executive officers (Proposal 4); and
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5)
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to transact such other business as may properly come before the Annual Meeting.
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1)
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to approve the Bank’s audited consolidated financial statements for the fiscal year ended December 31, 2020 (See Proposal 1);
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2)
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to ratify the appointment of KPMG (“KPMG”) as the Bank’s independent registered public accounting firm for the fiscal year ending December 31, 2021 (See Proposal 2);
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3)
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to elect three directors (one director to represent the holders of the Class E shares of the Bank’s common stock (“Class E Director”) and two directors to represent the holders of all classes of shares of the Bank’s common stock (“All Classes Directors”)), each to serve a three-year term (See Proposal 3);
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4)
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to approve, on an advisory basis, the compensation of the Bank’s executive officers (See Proposal 4); and
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5)
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to transact such other business as may properly come before the Annual Meeting.
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Proxy Statement 2021 1
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PROXY STATEMENT
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2 Proxy Statement 2021
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PROXY STATEMENT
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Class of Shares
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Number of Shares Outstanding
as of December 31, 2020
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Class A Common Shares
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6,342,189
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Class B Common Shares
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2,178,365
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Class E Common Shares
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31,157,386
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Class F Common Shares
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0
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Total Common Shares
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39,677,940
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Proxy Statement 2021 3
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PROXY STATEMENT
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As of December 31, 2020
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Class A Common Stock
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Number of
Shares
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% of
Class
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% of Total
Common Stock
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Banco de la Nación Argentina
Bartolomé Mitre 326
CP 1036 AAF Buenos Aires, Argentina
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1,045,348
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16.5
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2.6
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Banco do Brasil
SAUN Qd 5, Lote B, Torre II, 12 Andar
Edificio Banco do Brasil
CEP 70040-912 Brasilia, DF - Brazil
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974,551
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15.4
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2.5
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Banco de Comercio Exterior de Colombia
Edif. Centro de Comercio Internacional
Calle 28 No. 13A-15
C.P. 110311 Bogotá, Colombia
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488,547
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7.7
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1.2
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Banco de la Nación (Perú)
Ave. República de Panamá 3664
San Isidro, Lima, Perú
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446,556
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7.0
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1.1
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Banco Central del Paraguay
Federación Rusa y Augusto Roa Bastos
Asunción, Paraguay
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434,658
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6.9
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1.1
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Banco Central del Ecuador
Ave. 10 de Agosto N11-409 y Briceño
Quito, Ecuador
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431,217
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6.8
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1.1
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Banco del Estado de Chile
Ave. Libertador Bernardo O'Higgins No.1111
Santiago, Chile
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323,413
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5.1
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0.8
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Sub-total shares of Class A Common Stock
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4,144,290
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65.4
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10.4
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Total Shares of Class A Common Stock
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6,342,189
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100.0
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16.0
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Class B Common Stock
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Number of
Shares
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% of
Class
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% of Total
Common Stock
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Banco de la Provincia de Buenos Aires
San Martín 137
C1004AAC Buenos Aires, Argentina
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884,461
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40.6
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2.2
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Banco de la Nación Argentina
Bartolomé Mitre 326
CP 1036 AAF Buenos Aires, Argentina
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295,945
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13.6
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0.7
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The Korea Exchange Bank
35, Euljiro, Jun-gu
Seoul 100-793, Korea
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147,173
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6.7
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0.4
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Sub-total shares of Class B Common Stock
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1,327,579
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60.9
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3.3
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Total Shares of Class B Comon Stock
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2,178,365
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100.0
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5.5
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4 Proxy Statement 2021
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PROXY STATEMENT
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Class E Common Stock
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Number of
Shares
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% of
Class
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% of
Total
Common Stock
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Brandes Investment Partners, LP(1)
11988 El Camino Real, Suite 600
San Diego, California 92130
United States
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5,720,951
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18.4
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14.4
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BlackRock, Inc.(2)
55 East 52nd Street
New York, NY 10055
United States
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1,554,037
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5.0
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3.9
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Sub-total shares of Class E Common Stock
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7,274,988
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23.4
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18.3
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Total Shares of Class E Common Stock
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31,157,386
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100.0
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78.5
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Class F Common Stock
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Number of
Shares
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% of
Class
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% of
Total
Common Stock
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Sub-total shares of Class F Common Stock
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0
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0.0
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0.0
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Total Shares of Common Stock
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39,677,940
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100.0
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(1)
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Source: Schedule 13G/A filing with the U.S. Securities and Exchange Commission dated January 7, 2021.
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(2)
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Source: Schedule 13G filing with the U.S. Securities and Exchange Commission dated February 2, 2021.
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Proxy Statement 2021 5
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE BANK’S AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020.
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6 Proxy Statement 2021
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THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE OF THE BOARD, WHICH IS RESPONSIBLE FOR THE FINAL RECOMMENDATION OF THE BANK’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG AS THE BANK’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021.
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Proxy Statement 2021 7
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8 Proxy Statement 2021
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PROPOSAL 3 ELECTION OF DIRECTORS
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Miguel Heras Castro
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Age: 52
Director Since: 2015
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Director of the Board since 2015 and was elected Chairman of the Board in 2019. Mr. Heras is the Founder and Managing Partner of MKH Capital Partners, a private equity firm based in Florida, U.S.A. Since 1999, he has served as Managing Director and as a member of the Board of Directors of Inversiones Bahia, Ltd. in Panama, the largest investment group in Central America, focusing on the financial, infrastructure, energy, real estate, and communications markets. Mr. Heras currently serves on the boards of Cable Onda, Gas Natural Atlántico, Televisora Nacional and Bahia Motors. He is also a member of The Wharton School of the University of Pennsylvania Executive Board for Latin America and is Vice President of the Board of the Panama Food Bank Foundation. He obtained extensive knowledge and experience in the banking industry while serving as a member of the Board of Directors and Asset-Liability Committee (ALCO) of Banco Continental de Panama for more than 5 years. Mr. Heras structured the acquisition of several companies and banking institutions, and in 2007 led the negotiation for the integration of the banking businesses of Banco Continental de Panamá and Banco General, which converted Banco General into one of the largest banks in Central America. In addition, Mr. Heras was also a member of the Board of Directors of Amnet Telecommunications Holdings, Cable and Wireless (Panama) Inc. and the Panamanian Stock Exchange. Mr. Heras was Minister of the Treasury of the Republic of Panama and President of the Council on Foreign Trade from 1996 to 1998. He served as Vice Minister of the Treasury from 1994 to 1996. Mr. Heras holds a Bachelor of Science in Economics from the Wharton School of Commerce and Finance of the University of Pennsylvania. Mr. Heras’ professional expertise in economics, finance and private equity and his experience as a board member of different companies qualifies him to serve on the Board.
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Isela Costantini
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Age: 49
Director Since: 2019
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Director of the Board since 2019, is Chief Executive Officer of GST Financial Services in Argentina. She is a member of the boards of each of San Miguel S.A. and Novae since 2019, IRSA S.A. since 2017, and the Food Bank of Argentina since 2015. In addition, she is a counsel member of CIPPEC (Centro de Implementación de Políticas Públicas para la Equidad y el Crecimiento) since 2017. She has previously served as President and Chief Executive Officer of Aerolíneas Argentinas and held multiple positions at General Motors, where she began working in 1998 and became President of the company for Argentina, Paraguay and Uruguay. Ms. Costantini holds a Social Communications Degree, with a Major in Advertising from Pontificia Universidade Catolica do Parana (PUC-PR), Brazil and an MBA, with specialization in Marketing and International Business from Loyola University in Chicago. Her professional expertise in restructuring, marketing and communications, and experience as a board member and in leadership roles in different entities, qualify her to serve on the Board.
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Proxy Statement 2021 9
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PROPOSAL 3 ELECTION OF DIRECTORS
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Alexandra M. Aguirre
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Age: 44
Director Since: 2020
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Director of the Board since 2020, is a Partner at Morrison & Foerster, LLP. Previously, Ms. Aguirre was a shareholder at Greenberg Traurig LLP. Ms. Aguirre has been acting as Secretary and General Counsel and Vice-Chair of the Governance and Nominations Committee of Pan American Development Foundation and Director of Fundación Uno since 2015, member of the Presidential Advisory Council (PAC) of INCAE Business School since 2019. She is also a board member of the Women Lawyer’s Interest of the International Bar Association since 2019. Ms. Aguirre holds a Bachelor’s Degree in Marketing and Entrepreneurial from Babson College and a Juris Doctor from Northeastern University School of Law. Ms. Aguirre has been listed for the awards of “40 under 40” (The M&A Advisor 2015) and the Florida Super Lawyers, Rising Star (Super Lawyers Magazine 2009). She was also a finalist to receive the Top Dealmaker of the Year Award, Corporate Category (Daily Business Review 2012) and recipient of M&A Deal of the Year Award (Latin Lawyers Magazine 2008). Ms. Aguirre is admitted to practice law in Florida, District of Columbia and New York. Her professional expertise in corporate finance law, corporate governance and cross-border financing transactions in Latin America and United States and her experience as board member in different entities, qualify her to serve on the Board.
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE HOLDERS OF CLASS E SHARES VOTE FOR THE RE-ELECTION OF MIGUEL HERAS CASTRO AS A CLASS E DIRECTOR OF THE BANK AND THAT ALL HOLDERS OF COMMON STOCK VOTE FOR THE RE-ELECTION OF ISELA COSTANTINI AND ALEXANDRA M. AGUIRRE AS DIRECTORS REPRESENTING THE HOLDERS OF ALL CLASSES OF SHARES OF THE BANK’S COMMON STOCK.
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10 Proxy Statement 2021
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE FOREGOING RESOLUTION FOR THE REASONS OUTLINED ABOVE.
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Proxy Statement 2021 11
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Name
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Country of
Citizenship
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Position Held
with the Bank
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Year Term
Expires
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Age
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CLASS A
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Eduardo Hecker
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Chairman
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Banco de la Nación Argentina
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Argentina
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Director
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2023
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64
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José Alberto Garzón
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Legal Vice President and General Counsel
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Banco de Comercio Exterior de Colombia
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Colombia
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Director
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2023
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50
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João Carlos de Nóbrega Pecego
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Chief Executive Officer
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Banco Patagonia, Argentina
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Brazil
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Director
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2022
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57
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CLASS E
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Ricardo Manuel Arango
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Senior Partner
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Arias, Fábrega y Fábrega, Panama
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Panama
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Director
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2022
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60
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Herminio A. Blanco
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President
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IQOM, Mexico
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Mexico
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Director
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2022
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70
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Mario Covo
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Founding Partner
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DanaMar LLC
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United States
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Director
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2023
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63
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Roland Holst
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Board Member
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Sudameris Bank, Paraguay
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Paraguay
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Director
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2022
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51
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12 Proxy Statement 2021
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INFORMATION REGARDING THE BOARD, COMMITTEES,
NON-EXECUTIVE OFFICERS OF THE BOARD AND EXECUTIVE OFFICERS OF THE BANK
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Age: 64
Director Since: 2020
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Eduardo Hecker, Director of the Board since 2020, is Chairman of Banco de la Nación Argentina, Argentina, Chairman of Asociación de Bancos Públicos y Privados de la República Argentina (ABAPPRA) and Play Digital S.A. since 2019. He previously served as Director of DEL Consultores, Argentina. Mr. Hecker was President of the Comisión Nacional de Valores, Chairman of Banco de la Ciudad de Buenos Aires, Argentina, Second Vice President of Asociación de Bancos Públicos y Privados de la República Argentina (ABAPPRA), Director of Red Link, S.A., Argentina, Secretary of Desarrollo Económico de la Ciudad de Buenos Aires and Director of Centro de Estudios para la Producción-Secretaría de Industria, Comercio y Minería de Argentina. He is currently Director of the Program for Specialization in Banking Administration of Universidad de la Matanza (UNLaM),Argentina and is the author of the following books:Los desafíos del desarrollo, diagnósticos y propuestas published in 2005,Hacia del desarrollo económico, ventajas competitivas, actores y políticas en la Ciudad de Buenos Aires, published in 2003,La inversion extranjera en la Argentina en los años ´90, published in 1998, among others. In 2003, Mr. Hecker was recognized by Noticias Urbanas with a Quality Award granted under the topic Best Government Management during his office of Secretary of Economic Development of the city of Buenos Aires. Mr. Hecker holds a degree in Economics of Universidad de Buenos Aires, Argentina. His extensive experience along with his academic and consulting skills, qualify him to serve in the board.
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Age: 57
Director Since: 2010
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João Carlos de Nóbrega Pecego, Director of the Board since 2010, is Chief Executive Officer of Banco Patagonia, Argentina since 2014,Vice President of GPAT Compañía Financiera since 2016, Director of Patagonia Valores since 2011,Director of Banco Patagonia Uruguay since 2011 and Director of ABA, Asociación de Bancos de la Argentina since 2018. Mr. Pecego was President of Grupo Brasil and Director of Visa Argentina and Director of ADEBA, Asociación de Bancos Argentinos. Mr.Pecego was also Vice President of Banco Patagonia,Argentina from 2011 to 2014 and President of GPAT Compañía Financiera from 2011 to 2016. He has been employed by Banco do Brasil in various capacities since 1978, holding the positions of Manager of the main agencies in the State of São Paulo, Commercial Superintendent in the South Region of Brazil, Executive Manager responsible for Projects and Corporate Financing and Regional General Director - Head of Latin America of Banco do Brasil based in Argentina. Mr. Pecego holds a degree in Business Administration, a postgraduate degree in Business Management from Instituto São Luiz, São Paulo, an MBA in International Business from Fundación Don Cabral, Minais Gerais and in Marketing from Pontificia Universidade Católica do Rio de Janeiro, (PUC). Mr. Pecego was formally commended by the Brazilian government for his work in Mercosur. Mr. Pecego’s professional experience in and related to the banking industry qualifies him to serve on the Board.
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Age: 50
Director Since: 2017
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José Alberto Garzón, Director of Board since 2017, is Legal Vice President and General Secretary of Banco de Comercio Exterior de Colombia S.A. (Bancoldex) in Colombia since 2003, Administrative Vice President from 2016 to 2017 and in various other capacities with Bancoldex since 1995, holding the positions of Director of the Legal Department and Attorney in the Legal Department. Mr. Garzón has served as a member of the Board of Directors of Fiduciaria Colombiana de Comercio Exterior S.A. (Fiducoldex) in Colombia since 2016, Leasing Bancoldex S.A. Compañía de Financiamiento in Colombia since 2015 and Segurexpo de Colombia, S.A. Aseguradora de Crédito in Colombia since 2000. Previously Mr.Garzón was an Attorney at Legis Editores in Colombia and General Manager of Servibolsa Ltda. Servicios Inmobiliarios. He was a Professor of Credit Insurance in the Insurance Law Program at Pontificia Universidad Javeriana in Colombia and previously taught History of Political Ideas and Insurance at Fundación Universitaria Jorge Tadeo Lozano in Colombia. Mr. Garzón holds a Law degree and a Master’s degree in Financial Law from Universidad del Rosario in Colombia. Mr. Garzón also holds Master’s degrees in Commercial Law and Project Finance Studies from Universidad de Los Andes in Colombia and Insurance Law from Pontificia Universidad Javeriana in Colombia. Mr.Garzón is a graduate of Transformative Business Leadership at Centro de Liderazgo y Gestión and of Leading Economic Growth at Harvard’s Kennedy School. Mr.Garzón’s first-hand experience and vast knowledge of administrative, legal and regulatory matters relating to the banking industry and, in particular, trade finance qualifies him to serve on the Board.
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Proxy Statement 2021 13
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INFORMATION REGARDING THE BOARD, COMMITTEES,
NON-EXECUTIVE OFFICERS OF THE BOARD AND EXECUTIVE OFFICERS OF THE BANK
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Age: 60
Director Since: 2016
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Ricardo Manuel Arango, Director of the Board since 2016, is Senior Partner of the law firm of Arias, Fábrega & Fábrega in Panama. Since 2004, Mr. Arango has held several leadership positions in the firm, contributing to shape the organization into a leading Latin-American law firm. Mr. Arango has served as a member of the board of directors of the Panama Canal Authority since 2016 and as a member of the board of directors and audit and compliance committees of Banco General since 2012. Mr. Arango served as a member of the board of directors of Corporación La Prensa and as Chairman of its Editorial Committee. He also served as a member of the board of directors of the Panama Stock Exchange and as its Chairman. Mr. Arango is a member of the Latin American Business Council (CEAL) and represents his firm before Lex Mundi, the largest network of independent law firms in the world. Mr. Arango worked at White & Case in New York. Mr. Arango worked as an associate with Arias, Fábrega & Fábrega in Panama, becoming a partner of the firm in 1995. Mr. Arango’s professional practice focuses on finance, capital markets, banking regulations, corporate governance and compliance, and mergers and acquisitions. During his career, Mr. Arango has acted as lead counsel in some of the largest and most complex financial transactions and acquisitions in Panama and Central America. From 1998 to 1999, Mr. Arango headed the Presidential Commission that drafted Panama’s current securities act. Mr. Arango holds a Bachelor’s degree in Law and Political Science from the University of Panama, a Master of Laws degree from Harvard Law School and a Master of Laws degree from Yale Law School. He was a Fulbright Scholar from 1983 to 1985. Mr. Arango is admitted to practice law in New York and Panama. Mr. Arango’s strong knowledge of the regulatory frameworks under which the Bank operates; skills in managing legal, compliance, operational and credit risks of the banking industry; diversified perspective based on his combined legal/business acumen; in-depth understanding of the Bank’s business and operations; and experience as a board member for different companies, qualify him to serve on the Board.
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Age: 70
Director Since: 2004
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Herminio A. Blanco, Director of the Board since 2004, is President of IQOM since 2005. IQOM offers business solutions on international trade, investment and regulatory affairs. In January 2019 Dr. Blanco and his partners established IQOM Strategic Advisors in Washington D.C. to represent the interests of the Mexican private sector in the United States and to provide strategic intelligence, analysis and lobbying of the United States Congress and the Federal government. Since January 2017, IQOM has been the lead advisor of the Consejo Coordinador Empresarial, the umbrella organization of the Mexican private sector, in the renegotiation of the North American Free Trade Agreement (“NAFTA”). Dr. Blanco has been a member of the board of directors for CYDSA since 2004 and of Fibra Uno since 2011, and he is chairman of Arcelor-Mittal Mexico. He has also been a member of the Trilateral Commission since 2001 and of Science and Technology in Society in Kyoto, Japan. Dr. Blanco served as Secretary of Trade and Industry of Mexico, Undersecretary for International Trade and Negotiations and Chief Negotiator of NAFTA. He was also responsible for the negotiation of the free trade agreement with the European Union, with the European Free Trade Area, with various Latin American countries and with Israel and launched the process that led to the negotiation of the free trade agreement with Japan. Dr. Blanco holds a B.A. in Economics from Instituto Tecnológico de Estudios Superiores de Monterrey, Monterrey Tech, a Ph.D. in economics from University of Chicago, and a Doctor Honoris Causa from Rikkyo University in Japan. Dr. Blanco’s extensive experience and background in foreign trade and finance, along with his academic and consulting skills, qualify him to serve on the Board.
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Age: 63
Director Since: 1999
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| |
Mario Covo, Director of the Board since 1999, is Founding Partner of DanaMar LLC in New York, a financial consulting firm established in 2013, and of Larch Lane Partners, an investment advisory firm established in 2019. He was a Founding Partner of Helios, a Founding Partner of Finaccess International, Inc. and a Founding Partner of Columbus Advisors. Dr. Covo worked at Merrill Lynch, 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 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, focusing primarily on Latin America. Dr. Covo holds a Ph.D. in Economics from Rice University and a B.A. with honors from Instituto Tecnológico Autónomo de Mexico. Dr. Covo’s extensive background and experience in the financial services industry, and his exposure to the markets in which the Bank operates qualify him to serve on the Board.
|
|
14 Proxy Statement 2021
|
| |
|
INFORMATION REGARDING THE BOARD, COMMITTEES,
NON-EXECUTIVE OFFICERS OF THE BOARD AND EXECUTIVE OFFICERS OF THE BANK
|
|
Age: 51
Director Since: 2017
|
| |
Roland Holst, Director of the Board since 2017, was Treasurer and Member Ex-Officio of the Board from May 2017 to October 2017 and was previously a Board member from 2014 to 2017. Dr. Holst is a board member of Sudameris Bank, Paraguay since 2017 and served as a Director of the Board of Banco Central del Paraguay from 2012 to 2017. He was Head of Fixed Income Research at State Street Global Markets in Boston, Massachusetts and Quantitative Analyst at Starmine Corp. in San Francisco, California. He was a Teaching Assistant of Econometrics, Public Finance, Finance, Program Evaluation, Macroeconomics and Labor Economics at the University of Chicago. Dr. Holst worked at Garantia PFP, a pension fund, as an Investment Manager and was General Manager of Bolsa de Valores de Asunción, Paraguay. He is the author of “Social Security and Policy Risk: Evidence of its effects on welfare costs and savings” published in 2007. Dr. Holst holds a Ph.D. in Public Policy and a Master in Economics from the University of Chicago. He also holds a Master in Economics from Universidad Católica de Asunción, Paraguay, degrees in Economics and Agronomy from Universidad Nacional de Asunción, Paraguay and a Financial Risk Manager (FRM) certification. Mr. Holst’s professional experience in the fields of finance and economics and his academic accomplishments qualify him to serve on the Board.
|
|
|
Name
|
| |
Country of
Citizenship
|
| |
Position held by
Dignatario
with the Bank
|
| |
Age
|
|
|
Miguel Heras Castro*
|
| |
|
| |
|
| |
|
|
|
Managing Director
|
| |
|
| |
|
| |
|
|
|
Inversiones Bahia Ltd., Panama
|
| |
Panama
|
| |
Chairman of the Board
|
| |
52
|
|
|
|
| |
|
| |
|
| |
|
|
|
Roland Holst*
|
| |
|
| |
|
| |
|
|
|
Board Member
|
| |
|
| |
|
| |
|
|
|
Sudameris Bank, Paraguay
|
| |
Paraguay
|
| |
Treasurer
|
| |
51
|
|
|
|
| |
|
| |
|
| |
|
|
|
Jorge Luis Real
|
| |
|
| |
|
| |
|
|
|
Executive Vice President - Chief Legal Officer and Corporate
Secretary
|
| |
|
| |
|
| |
|
|
|
Banco Latinoamericano de Comercio Exterior, S.A., Panama
|
| |
Panama
|
| |
Secretary
|
| |
48
|
|
*
|
Indicates individual is also a member of the Board.
|
|
| |
Proxy Statement 2021 15
|
INFORMATION REGARDING THE BOARD, COMMITTEES,
NON-EXECUTIVE OFFICERS OF THE BOARD AND EXECUTIVE OFFICERS OF THE BANK
|
|
Name
|
| |
Audit
|
| |
Risk Policy
and
Assessment
|
| |
Finance
and
Business
|
| |
Compliance
and Anti-Money
Laundering
|
| |
Compensation
|
|
|
Alexandra M. Aguirre
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Ricardo Manuel Arango
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Herminio A. Blanco
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Isela Costantini
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Mario Covo
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
José Alberto Garzón
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Eduardo Hecker
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Miguel Heras Castro
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Roland Holst
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
16 Proxy Statement 2021
|
| |
|
INFORMATION REGARDING THE BOARD, COMMITTEES,
NON-EXECUTIVE OFFICERS OF THE BOARD AND EXECUTIVE OFFICERS OF THE BANK
|
|
Name
|
| |
Audit
|
| |
Risk Policy
and
Assessment
|
| |
Finance
and
Business
|
| |
Compliance
and Anti-Money
Laundering
|
| |
Compensation
|
|
|
João Carlos de Nóbrega Pecego
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Number of Committee Meetings Held in 2020
|
| |
6
|
| |
13
|
| |
6
|
| |
6
|
| |
6
|
|
|
| |
Proxy Statement 2021 17
|
INFORMATION REGARDING THE BOARD, COMMITTEES,
NON-EXECUTIVE OFFICERS OF THE BOARD AND EXECUTIVE OFFICERS OF THE BANK
|
|
|
| |
2020
|
| |
2019
|
|
|
Audit Fees
|
| |
$771,412
|
| |
$680,000
|
|
|
Audit-Related Fees
|
| |
$399,768
|
| |
$185,149
|
|
|
Tax Fees
|
| |
—
|
| |
—
|
|
|
All Other Fees
|
| |
—
|
| |
—
|
|
|
Total
|
| |
$1,171,180
|
| |
$865,149
|
|
•
|
Audit fees include aggregate fees billed for professional services rendered by KPMG, for the audit of the Bank’s annual financial statements and services that are normally provided in connection with statutory and regulatory filings or engagements.
|
•
|
Audit-related fees include aggregate fees billed for assurance and related services by KPMG and Deloitte, respectively, that are reasonably related to the performance of the audit or review of the Bank’s financial statements and are not reported under the “Audit fees”. These services are associated primarily with funding programs as part of the normal course of business of the Bank.
|
18 Proxy Statement 2021
|
| |
|
INFORMATION REGARDING THE BOARD, COMMITTEES,
NON-EXECUTIVE OFFICERS OF THE BOARD AND EXECUTIVE OFFICERS OF THE BANK
|
|
| |
Proxy Statement 2021 19
|
INFORMATION REGARDING THE BOARD, COMMITTEES,
NON-EXECUTIVE OFFICERS OF THE BOARD AND EXECUTIVE OFFICERS OF THE BANK
|
20 Proxy Statement 2021
|
| |
|
INFORMATION REGARDING THE BOARD, COMMITTEES,
NON-EXECUTIVE OFFICERS OF THE BOARD AND EXECUTIVE OFFICERS OF THE BANK
|
|
Name
|
| |
Position Held with the Bank
|
| |
Country of Citizenship
|
| |
Age
|
|
|
Jorge Salas
|
| |
Chief Executive Officer
|
| |
Spain
|
| |
50
|
|
|
Erica Lijtztain
|
| |
Executive Vice President
Chief Operating Officer
|
| |
Argentina
|
| |
49
|
|
|
Alejandro Jaramillo
|
| |
Executive Vice President
Chief Commercial Officer
|
| |
Colombia
|
| |
45
|
|
|
Ana Graciela de Méndez
|
| |
Executive Vice President
Chief Financial Officer
|
| |
Panama
|
| |
54
|
|
|
Eduardo Vivone
|
| |
Executive Vice President
Treasury and Capital Markets
|
| |
Argentina
|
| |
56
|
|
|
Alejandro Tizzoni
|
| |
Executive Vice President
Chief Risk Officer
|
| |
Argentina
|
| |
44
|
|
|
Jorge Luis Real
|
| |
Executive Vice President
Chief Legal Officer and
Secretary of the Board of Directors
|
| |
Panama
|
| |
48
|
|
|
Jorge Córdoba
|
| |
Executive Vice President
Chief Audit Officer
|
| |
Panama
|
| |
47
|
|
|
| |
Proxy Statement 2021 21
|
INFORMATION REGARDING THE BOARD, COMMITTEES,
NON-EXECUTIVE OFFICERS OF THE BOARD AND EXECUTIVE OFFICERS OF THE BANK
|
22 Proxy Statement 2021
|
| |
|
INFORMATION REGARDING THE BOARD, COMMITTEES,
NON-EXECUTIVE OFFICERS OF THE BOARD AND EXECUTIVE OFFICERS OF THE BANK
|
|
| |
Proxy Statement 2021 23
|
INFORMATION REGARDING THE BOARD, COMMITTEES,
NON-EXECUTIVE OFFICERS OF THE BOARD AND EXECUTIVE OFFICERS OF THE BANK
|
24 Proxy Statement 2021
|
| |
|
INFORMATION REGARDING THE BOARD, COMMITTEES,
NON-EXECUTIVE OFFICERS OF THE BOARD AND EXECUTIVE OFFICERS OF THE BANK
|
|
Name
|
| |
Number of
Shares Owned
as of Dec. 31,
2020(1)
|
| |
Number of
Shares that may
be acquired
within 60 days
as of Dec. 31, 2020(2)
|
| |
Total
Number of
Shares
Beneficially
Owned
|
| |
Percent of
Class
Beneficially
Owned
|
| |
Unvested
Restricted
Stock Units(3)
|
|
|
Jorge Salas
|
| |
—
|
| |
—
|
| |
—
|
| |
*
|
| |
—
|
|
|
Erica Lijtztain
|
| |
3,270
|
| |
4,493
|
| |
7,763
|
| |
*
|
| |
10,210
|
|
|
Alejandro Jaramillo
|
| |
6,103
|
| |
6,118
|
| |
12,221
|
| |
*
|
| |
14,034
|
|
|
Ana Graciela de Méndez
|
| |
2,348
|
| |
3,265
|
| |
5,613
|
| |
*
|
| |
7,448
|
|
|
Eduardo Vivone
|
| |
2,986
|
| |
4,423
|
| |
7,409
|
| |
*
|
| |
10,333
|
|
|
Alejandro Tizzoni
|
| |
7,806
|
| |
4,585
|
| |
12,391
|
| |
*
|
| |
10,565
|
|
|
Jorge Luis Real
|
| |
1,250
|
| |
1,290
|
| |
2,540
|
| |
*
|
| |
2,620
|
|
|
Jorge Córdoba
|
| |
334
|
| |
573
|
| |
907
|
| |
*
|
| |
1,385
|
|
|
Total
|
| |
24,097
|
| |
24,747
|
| |
48,844
|
| |
|
| |
56,595
|
|
*
|
Less than one percent of the outstanding class E shares.
|
(1)
|
Includes shares purchased by the executive and restricted stock units vested and transferred to the executive as of such date.
|
(2)
|
Includes vested traditional stock options, as well as options, restricted stock units that will vest within 60 days of December 31, 2020.
|
(3)
|
Includes 51,829, 23,743 and 23,412 unvested restricted stock units granted to executive officers on February 2020, February 2019 and February 2018, under the 2015 Plan, respectively. These restricted stock units vest 25% each year on the relevant grant date’s anniversary. Any unvested portion of the grants referenced above that will not vest within 60 days of December 31, 2020, is not deemed to be beneficially owned by the individuals listed in the table.
|
|
| |
Proxy Statement 2021 25
|
INFORMATION REGARDING THE BOARD, COMMITTEES,
NON-EXECUTIVE OFFICERS OF THE BOARD AND EXECUTIVE OFFICERS OF THE BANK
|
|
Name
|
| |
Number of
Shares
Owned
as of Dec. 31,
2020(1)
|
| |
Number of
Shares that may
be acquired
within 60 days
as of Dec. 31,
2020(2)
|
| |
Total
Number of
Shares
Beneficially
Owned
|
| |
Percent of
Class
Beneficially
Owned
|
| |
Restricted
Shares(3)
|
|
|
Alexandra M. Aguirre
|
| |
—
|
| |
—
|
| |
—
|
| |
*
|
| |
6,000
|
|
|
Ricardo Manuel Arango
|
| |
31,175
|
| |
—
|
| |
31,175
|
| |
*
|
| |
11,700
|
|
|
Herminio A. Blanco
|
| |
77,608
|
| |
—
|
| |
77,608
|
| |
*
|
| |
11,700
|
|
|
Isela Costantini
|
| |
—
|
| |
—
|
| |
—
|
| |
*
|
| |
6,000
|
|
|
Mario Covo
|
| |
65,027
|
| |
—
|
| |
65,027
|
| |
*
|
| |
11,700
|
|
|
José Alberto Garzón
|
| |
12,300
|
| |
—
|
| |
12,300
|
| |
*
|
| |
11,700
|
|
|
Eduardo Hecker
|
| |
—
|
| |
—
|
| |
—
|
| |
*
|
| |
6,000
|
|
|
Miguel Heras Castro
|
| |
94,300
|
| |
—
|
| |
94,300
|
| |
*
|
| |
14,700
|
|
|
Roland Holst
|
| |
19,150
|
| |
—
|
| |
19,150
|
| |
*
|
| |
11,700
|
|
|
João Carlos de Nóbrega Pecego
|
| |
12,300
|
| |
—
|
| |
12,300
|
| |
*
|
| |
11,700
|
|
|
Total
|
| |
311,860
|
| |
|
| |
311,860
|
| |
|
| |
102,900
|
|
*
|
Less than one percent of the outstanding class E shares.
|
(1)
|
Includes Class E shares purchased by the director or restricted shares vested and transferred to the director pursuant to the 2003 Restricted Stock Plan, the 2008 Plan and the 2015 Plan as of such date.
|
(2)
|
Includes vested / unexercised traditional stock options.
|
(3)
|
Includes unvested restricted Class E shares granted under the Bank’s 2008 Plan and 2015 Plan. An aggregate amount of 63,000 restricted shares were granted to directors on April 29, 2020; these restricted shares vest 35% in each of the first and second year and 30% in the third year on the relevant grant date’s anniversary.
|
26 Proxy Statement 2021
|
| |
|
|
| |
Proxy Statement 2021 27
|
CORPORATE GOVERNANCE
|
28 Proxy Statement 2021
|
| |
|
CORPORATE GOVERNANCE
|
|
| |
Proxy Statement 2021 29
|
30 Proxy Statement 2021
|
| |
|
|
| |
Proxy Statement 2021 31
|
32 Proxy Statement 2021
|
| |
|
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