Detail

(1) A general meeting of shareholders (herein called an “annual general meeting”) shall be summoned by the Board each year.

(2) Not less than 14 days' notice in writing of the annual general meeting shall be given to the shareholders, directors and auditor of the Bank; in addition notice of the meeting shall specify the time, date and place of the meeting and shall be published in at least one newspaper which is in circulation in each of the member territories.

(3) Subject to paragraph (4) of this article the Chairman of the Board shall preside at the annual general meeting and in his absence the Deputy Chairman shall preside.

(4) In the absence of both the Chairman and the Deputy Chairman of the Board, the directors present shall appoint a Chairman from one of their number present to preside at the annual general meeting.

(5) The quorum for an annual general meeting is one shareholder of each class or proxy of each class.

(6) If the quorum is present at the opening of a meeting of shareholders, the shareholders may proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting.

(7) If a quorum is not present within 30 minutes of the time appointed for a meeting of shareholders, the meeting stands adjourned to the same day one week thereafter, at the same time and place; and if at the adjourned meeting a quorum is not present within 30 minutes of the appointed time, the shareholders present shall constitute a quorum.

(8) The Board shall present to the annual general meeting—
1. (a) a recommendation relating to the payment or non-payment of dividends, appointment and remuneration of directors and auditors and any other matters which the Board considers necessary;
1. (b) a comprehensive statement of its affairs including profit and loss accounts and balance sheets duly audited;
1. (c) particulars relating to the activities of the Bank during the previous year.

(1) The financial year of the Bank shall begin on the first day of April and end on the thirty-first day of March in the following year. Provided that the first financial year of the Bank may begin on a day after the first day of April and end on the thirty-first day of March next following.

(2) The report of the auditor shall be presented to the Board within 4 months of the end of the financial year.

(1) The Board may at any time summon a special general meeting of shareholders after giving not less than 14 clear days notice of the meeting.

(2) Shareholders holding at least 50% equity in the Bank may requisition a special general meeting of shareholders by forwarding a written request to the Secretary indicating the business to be conducted at the meeting, whereupon the Secretary shall give notice of the meeting in accordance with paragraph (3) of this article.

(3) The notice of the meeting shall state the business to be conducted at the meeting and no other business other than that stated in the notice may be dealt with at that meeting.

(1) A director who is in any way interested, whether directly or indirectly, in a contract or proposed contract with the Bank or whose material interest in a company, partnership, undertaking or other business is likely to be affected by a decision of the Board shall disclose the nature of his interest at the first meeting of the Board at which he is present after the relevant facts come to his knowledge.

(2) A disclosure under paragraph (1) of this article shall be recorded in the minutes of the meeting and after the disclosure the director making it shall not vote on the matter and, unless the Board otherwise directs, shall not be present or take part in the proceedings of any meeting at which the matter is being discussed or decided by the Board.

(3) A director shall be treated as having an indirect interest in a contract or proposed contract with the Bank in any matter with which the Bank is concerned if he is a director, shareholder, agent or employee of the company or undertaking that is a party to the contract or proposed contract with the Bank or where his spouse, parent, child, brother or sister or the parent, child, brother or sister of his spouse holds an interest in that company or undertaking.

(4) For the purpose of this article, a general notice given to the Board by a director to the effect that he is a member of or otherwise associated with a specified company or undertaking and is to be regarded as interested in any contract which may after the date of the notice, be made with that company or undertaking shall be deemed to be a sufficient declaration of interest in relation to any contract so made.

(1) The Board may appoint on such terms and conditions as it thinks fit such officers and employees as may be required for the due and efficient performance by the Bank of its functions under this Agreement.