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
Peter Gaze
Lyndon Guiseppi
Cheryl Jones
Dr. Ydahlia Metzgen
Philip Osborne

Committees

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.
  2. CIHL's compliance with legal and regulatory requirements.
  3. The independent auditor's qualifications and independence.

Audit Committee Duties and Responsibilities

The following are the duties and responsibilities of the Audit Committee:

  1. To meet with the independent auditors and the Company's management and such other personnel as it deems appropriate.
  2. To discuss with management quarterly earnings press releases.
  3. To discuss with management and, as appropriate, the independent auditors periodically, normally on at least an annual basis:
    1. The independent auditors' annual audit scope, risk assessment and plan.
    2. The form of independent auditors' report on the annual financial statements and matters related to the conduct of the audit under generally accepted auditing standards.
    3. Comments by the independent auditors on internal controls and significant findings and recommendations resulting from the audit.
    4. All critical accounting policies and practices.
  4. Periodically, normally on an annual basis, to discuss with the independent auditors any material written communications between independent auditors and management,such as any management letter or schedule of unadjusted differences.
  5. To meet to review and discuss with management and the independent auditors the Company's annual audited financial statements.
  6. To decide whether to appoint, retain or terminate the Company's independent auditors.

Corporate Governance

CIHL is managed by a board of directors chaired by Ms. Cheryl Jones. It has established an Audit Committee, an AML/CTF Committee and a Group Risk Committee.

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.

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

Shareholder Information

Total Issued Shares (as at 10 October 2016) - 103,642,984

Class of Share In Issue (as at 10 October 2016) -
Ordinary shares of no par value

Shares Held In Treasury (as at 10 October 2016) -
3,743,983

Significant Shareholders (as at 10 October 2013) -
Lord Michael Ashcroft KCMG PC - 77,524,216 (74.8%)
Capita IRG Trustees (Nominees) Limited - 18,768,538 (18.1%)

Shares Not In Public Hands - The percentage of shares not in public hands as at 10 October, 2016 is 79.96% inclusive of treasury shares.

Trading Platforms - CIHL's shares are 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
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 10 October 2016.