Country of Incorporation and Main Country of Operation

Caribbean Investment Holdings Limited ("CIHL") is a company incorporated in the British Virgin Islands under the BVI Business Companies Act, 2004 (as amended). 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.

Corporate Governance

CIHL is managed by a board of directors chaired by Mr. Peter Gaze. 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 do not abuse and do not place themselves under suspicion of abusing Inside Information and comply with their obligations under the Market Abuse Regulation.

Directors and Responsibilities

Peter Gaze, Chairman and Non-Executive Director
Euric Bobb, Deputy Chairman and Non-Executive Director
Geraldine Davis-Young, Non-Executive Director
Lyndon Guiseppi, Chief Executive Officer
Ydahlia Metzgen, Non-Executive Director
Philip Osborne, Director and Company Secretary

Committees

Remuneration Committee

The members of the Remuneration Committee are Peter Gaze and Euric Bobb.

Audit Committee

The members of the Audit Committee are Euric Bobb, Peter Gaze and Geraldine Davis-Young.

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 meet 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 statements and confirmations required by the Board.
  3. To consider and make recommendations to the Board 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.

Takeover Regulations

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

Constitutional Documents

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

Shareholder Information

Information Details
Total Issued Shares 98,967,443
Class of Share In Issue Ordinary shares of no par value
Shares Held In Treasury None
Shares Not In Public Hands 79.58%

 (last updated 12 May 2020)

Significant Shareholders Amount Percentage Holdings
Lord Michael Ashcroft KCMG PC 77,522,848 78.33%
Link Market Trustees (Nominees) Limited 18,241,788 18.43%

(last updated 12 May 2020)

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.

AIM Notifications

To view AIM notifications please click here.

Other regulatory notifications

Annual Report
Continuation Shareholder Circular - April, 15, 2020
Capital Reorganisation 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
Ordinary Shares AIM Admission Document - April 1999

The information disclosed on this page is solely for the purpose of AIM Rule 26 and was last updated on 12 May 2020.