Country of Incorporation and Main Country of Operation

Caribbean Investment Holdings Limited ("CIHL") is a company incorporated in Belize under the International Business Companies Act of Belize. CIHL primarily operates financial services businesses through The Belize Bank Limited and Belize Bank International Limited, both located in Belize and International Corporate Services through Belize Corporate Services Limited.

Description of Business

CIHL owns the largest full service commercial and retail banking operation in Belize. Our goal is to respond to the needs of our diverse client base by providing flexible, cost-effective and innovative service solutions that allow them to run their businesses more efficiently.

Directors and Responsibilities

Dr. Euric Bobb
Geraldine Davis-Young
Peter Gaze
Lyndon Guiseppi
Cheryl Jones
Dr. Ydahlia Metzgen
Philip Osborne

Committees

Remuneration Committee

The members of the Remuneration Committee are Cheryl Jones, Peter Gaze and Philip Osborne.

Audit Committee

The members of the Audit Committee are Euric Bobb, Cheryl Jones and Peter Gaze.

Purpose of Audit Committee
The purpose of the Audit Committee (the "Committee") of the Board of Directors (the "Board") of CIHL is to assist the Board in its oversight of:

  1. The integrity of CIHL's financial statements and any announcements relating to the financial statements.
  2. CIHL's accounting standards and policies; and
  3. The independent auditor's qualifications and independence taking into account relevant professional and regulatory requirements.

Audit Committee Duties and Responsibilities

The duties and responsibilities of the Audit Committee are contained in the Audit Committee’s Terms of Reference and include the following:

  1. To review CIHL’s financial reports and the annual report and advise the Board accordingly eet with the independent auditors and the Company's management and such other personnel as it deems appropriate.
  2. To review and monitor CIHL’s internal financial controls and internal control systems and to draw on the results of the on-going monitoring process in order to obtain support for the relevant sttements and confirmations required by the Board.
  3. To consider and make recommendations to the Baord regarding the appointment, re-appointment and removal of the external auditor and to oversee the relationship with the external auditor.
  4. To approve the external auditor’s terms of engagement and any possible or potential conflicts of interest.
  5. To review and approve the annual audit plan and ensure that it is consistent with the scope of the audit engagement.
  6. To review the findings of the audit with the external auditor; and
  7. To report and make recommendations to the Board on any area within its remit.

Corporate Governance

CIHL is managed by a board of directors chaired by Ms. Cheryl Jones. It has established an Audit Committee and a Remuneration Committee.

CIHL believes that high standards of corporate governance translate to high standards of corporate performance and are therefore a priority. Details of how CIHL addresses key governance principles are set out in the Statement of Compliance, which has been prepared in accordance with the QCA Corporate Governance Code.

The number of Directors may neither exceed 15 nor be fewer than two in number, and each Director is appointed by a resolution of the members of CIHL or a resolution of the Board. The Directors are not subject to retirement by rotation unless CIHL by resolution determines to implement retirement by rotation on an annual basis. Subject to the passing of a resolution to implement retirement by rotation, each Director holds office until his term of office is ended by his resignation or removal. A Director may hold any office or position in CIHL in conjunction with his office of Director. The memorandum and articles of association of CIHL provide for neither an age limit for Directors nor any requirement that Directors hold shares in CIHL. If retirement by rotation were implemented, the Directors would be subdivided into three classes, with each class retiring at consecutive general meetings of the shareholders until all then-sitting Directors have retired, and thereafter the then-longest serving class of directors would retire at each subsequent meeting. During any period in which retirement by rotation is in effect, shareholders would be limited to electing to the Board a number of new directors not to exceed the number retiring at the applicable general meeting.

CIHL has adopted a Share Dealing Code to ensure that its directors and certain employees of CIHL and its subsidiaries doe not abuse and do not place themselves under suspicion of abusing Inside Information and comply with their obligations under the Market Abuse Regulation.

Takeover Regulations

CIHL is not subject to the UK City Code on Takeover and Mergers.

Constitutional Documents

Articles of Association
Memorandum of Association
Certificate of Change Of Name
Audit Committee Terms of Reference
Remuneration Committee Terms of Reference

Shareholder Information

Total Issued Shares (as at 27 September 2018) - 103,264,000

Class of Share In Issue (as at 27 September 2018) -
Ordinary shares of no par value

Shares Held In Treasury (as at 27 September 2018) -
4,297,228

Significant Shareholders (as at 27 September 2018) -
Lord Michael Ashcroft KCMG PC - 77,522,848 (75.07%)
Link Market Trustees (Nominees) Limited - 18,819,000 (18.2%)

Shares Not In Public Hands - The percentage of shares not in public hands as at 27 September, 2018 is 80.78% inclusive of treasury shares.

Trading Platforms - All CIHL shares may be traded on the Alternative Investment Market of the London Stock Exchange and the Bermuda Stock Exchange.

Restrictions on transfer - CIHL shares are not subject to any restrictions on transfer.

Rights of Shareholders - CIHL is not incorporated in the United Kingdom and therefore the rights of shareholders may be different from the rights of shareholders in a UK incorporated company.

Advisors

To view our advisers please click here.

Press Releases and other regulatory notifications

Press Releases
Annual Report
Capital Réorganisation Circular - October 24, 2017
Dividend In Specie of shares in Midway Investments Ltd. Circular - June 2017
Proposed Demerger of the Non-Belizean Businesses - October 2011
Information Memorandum - October 2009
Warrants AIM Admission Document - October 2007
Warrants AIM Admission Document - April 2007

AIM Notifications

To view AIM notifications please click here.

The information disclosed on this page is solely for the purpose of AIM Rule 26 and was last updated on 27 September 2018.