As of December 31, 2012, the shareholding structure of Bladex (the “Bank”) was composed as follows:
- 16.63% Class A common shares representing the ownership of 23 central banks and/or governmental entities of Latin America;
- 6.64% Class B common shares representing ownership by approximately 100 banks and financial institutions;
- 76.73% Class E common shares that may be issued in the name of any person (in 1992 Bladex was the first Latin American bank registered by the SEC); and
- There is an additional Class F common shares that may be issued to state entities and agencies of non-Latin American countries and multilateral financial institutions with no outstanding shares.
All of the resolutions of the general meetings of shareholders of the Bank are adopted by the affirmative vote of 1/2 plus 1 of all the common shares represented at said meeting (including all Classes of shares). However, there is a requirement of the affirmative vote of 3/4 of all issued and outstanding Class A common shares in order to adopt resolutions regarding: (a) the dissolution of the Bank; (b) the merger or consolidation of the Bank; or (c) the amendment of the following articles in the Articles of Incorporation of the Bank: Article 2 (related to the purpose and objectives of the Bank), Article 3 (related to the powers necessary to achieve the Bank’s purpose), Article 4 (related to the authorized capital and shareholding composition), Article 11 (related to notice, quorum and voting in meetings of shareholders), Article 12 (related to the composition, election and powers of the Board of Directors), Article 16 (related to the powers of the Chief Executive Officer), and Article 21 (related to the fundamental financial policies of the Bank).
Bladex considers its unique shareholding structure as one of its main competitive advantages because Class A shareholders have given support to Bladex since its establishment and provides a direct link between the Bank and Latin American governments. Additionally, some of the governments represented by Class A shareholders have historically granted Bladex preferred creditor status (as an example, Bladex was exempted of the foreign exchange controls imposed by the Central Bank in Argentina in 2002). Class A shareholders are also the main source of Bladex’s deposits, which have proven to be a reliable funding source even during periods of market instability. Such deposits are at present at record levels.
The Bank’s shareholding thus combines in a seamless manner the interests and support of the region’s governments with the business orientation of a private institution, subject to the discipline and transparency required of a company listed in the NYSE Euronext market.
Board of Directors Composition and Representation: Bladex’s Board of Directors is composed as follows:
- 3 Class A directors
- 5 Class E directors
- 2 directors that represent all Classes of shares
Directors are elected for periods of 3 years, and may be re-elected. As of June 30, 2012, 9 of the 10 directors were independent according to the definition of the SEC, and only 1 was a member of the Bank’s management (the CEO). Each director has one vote in the meetings of the Board of Directors, and decisions are taken by majority vote.