Corporate Governance

The Belize Bank Limited (“BBL”) is a company duly incorporated and organised under the Companies Act, Cap. 250 of Belize, and licensed to conduct banking business pursuant to the Domestic Banks and Financial Institutions Act, 2012 of Belize (the “DBFIA”). As a company licensed to do banking business, BBL is subject to the supervision of the Central Bank of Belize (“CBB”), who is authorised under the DBFIA to issue regulations and/or guidelines to licensees.

In this regard, on February 18, 2015 the CBB issued Practice Direction No. 6 on Corporate Governance, which came into effect on April 1, 2015 (the “Practice Direction”).

BBL has ensured compliance with the Practice Direction by revising and reinforcing its internal controls and its overall corporate governance framework, which not only meets but exceeds the requirements of the Practice Direction.

The following represents the key areas of BBL’s corporate governance infrastructure:

 

Constitutional Documents

The constitutional documents of BBL are those documents that define its existence and regulate both its external and internal powers and procedures.  These are:

Certificate of Incorporation

Memorandum of Association

Articles of Association

Bank License

 

Board of Directors

Pursuant to the Articles of Association of BBL, the management of the business of BBL is vested in the Board of Directors:

“who, in addition to the powers and authorities by these presents or otherwise expressly conferred upon them, may, exercise all such powers and do all such acts and things as may be exercised or done by the Company and are not hereby or by statute expressly directed or required to be done by the Company in General Meeting….”.

The directors are re-appointed on an annual basis by the shareholders in General Meeting or by the directors from time to time to fill a casual vacancy or as an addition to the Board.  The current Board of Directors is comprised of:

Mr. Lyndon Guiseppi – Executive Chairman

Mr. Euric Bobb – Independent Non-Executive Deputy Chairman*

Ms. Cheryl Jones – Independent Non-Executive Director*

Ms. Geraldine Davis Young – Independent Non-Executive Director*

Ms. Ydahlia Metzgen – Independent Non-Executive Director*

Mr. Michael Coye – Executive Director

Mr. Filippo Alario – Executive Director

 

* An “independent director” is defined in section 45(8) (c) of the DBFIA.

 

Committees

The Board of Directors has created several committees to assist it with fulfilling its objective of managing the business of BBL in a responsible and efficient manner.  These are:

Audit Committee

The function of the Audit Committee is to assist the Board of Directors with its oversight of obligations of the Bank’s (i) financial process; (ii) internal controls; (iii) investments; and (iv) compliance with laws, regulations, guidelines and directives.  The Audit Committee reports directly to the Board and is comprised of the following members:

Dr. Euric Bobb

Ms. Cheryl Jones

Mr. Filippo Alario

Executive Committee

The Executive Committee is responsible for the day to day management of BBL and as a body leads in implementation of BBL’s strategy as approved by the Board of Directors.  More details of the Exectutive Committee can be seen here.

Risk Committee

The primary objective of the Risk Committee is to assist the Board of Directors in assuring BBL manages risk within tolerance levels by providing governance oversight and strategic direction.  It is also tasked with the responsibility of assisting the Board in discharging its risk management responsibilities by reviewing the effectiveness of BBL’s risk management systems, practices and procedures.  The Risk Committee is comprised of:

Mr. Lyndon Guiseppi

Mr. Michael Coye

Mr. Filippo Alario

 

The Risk Committee may also invite non-voting executives to attend meetings from time to time.

 

Asset and Liability Committee (“ALCO”)

The ALCO has been established to provide a framework to strategically manage BBL’s overall assets and liabilities for the long-term and short-term and to establish policies, limits and guidelines within which the asset liability management strategies can be executed.  The ALCO is comprised of:

Mr. Lyndon Guiseppi

Mr. Michael Coye

Mr. Filippo Alario

Mr. Martin Marshalleck

 

AML/CTF Committee

Pursuant to the provisions of the Money Laundering and Terrorism (Prevention) Act and the Anti-Money Laundering and Combating the Financing of Terrorism Guidelines, BBL, as a financial institution, is required to implement a framework designed to combat Anti-Money Laundering and Counter Financing of Terrorism (“AML/CFT”).  Toward this end the Board of Directors of BBL has appointed an AML/CFT Committee to assist it in fulfilling its oversight responsibilities, reviewing and approving the AML/CFT program including polices and the system of internal control and BBL’s process for monitoring compliance with AML/CFT laws and regulations.  The Committee consists of the following members:

Mr. Lyndon Guiseppi

Mrs. Geraldine Davis-Young

Mr. Filippo Alario

Mr. Jose Cardona

Mr. Abner Peralta

Mr. Emory Perera

 

Latest Corporate and Regulatory Filings

2016 Annual Return

Summary of Audited Financials for July, 2017