| | FOREIGN TRADE BANK OF LATIN AMERICA, INC. (Registrant) | ||||
| | By: | | | /s/ Ana Graciela de Méndez | |
| | Name: | | | Ana Graciela de Méndez | |
| | Title: | | | Chief Financial Officer |
1) | to approve the Bank’s audited consolidated financial statements for the fiscal year ended December 31, 2023 (Proposal 1); |
2) | to ratify the appointment of KPMG (“KPMG”) as the Bank’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal 2); |
3) | to elect three directors (one director to represent the holders of the Class E shares of the Bank’s common stock (“Class E Director”) and two directors to represent the holders of all classes of shares of the Bank’s common stock (“All Classes Directors”)), each to serve a three-year term (Proposal 3); |
4) | to approve, on an advisory basis, the compensation of the Bank’s executive officers (Proposal 4); and |
5) | to transact such other business as may properly come before the Annual Meeting. |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS Date APRIL 17, 2024 Time (PANAMA TIME) | | | VOTING METHODS BEFORE THE MEETING | |||
| | | BY INTERNET Go to www.proxyvote.com for voting instructions or scan the QR code on your Important Notice Regarding the Availability of Proxy Materials or proxy card, then cast your vote electronically. | |||
| | | BY TELEPHONE You may call 1-800-690-6903 on a touch-tone telephone and follow the instructions provided by the recorded message to vote your shares by telephone. | |||
| | | BY MAIL You may promptly mail your completed and executed proxy card in the postage-paid envelope. |
| Proposal 1 | | | to approve the Bank’s audited consolidated financial statements for the fiscal year ended December 31, 2023 (See Proposal 1); | |
| Proposal 2 | | | to ratify the appointment of KPMG (“KPMG”) as the Bank’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (See Proposal 2); | |
| Proposal 3 | | | to elect three directors (one director to represent the holders of the Class E shares of the Bank’s common stock (“Class E Director”) and two directors to represent the holders of all classes of shares of the Bank’s common stock (“All Classes Directors”)), each to serve a three-year term (See Proposal 3); and | |
| Proposal 4 | | | to approve, on an advisory basis, the compensation of the Bank’s executive officers (See Proposal 4). | |
1) | to approve the Bank’s audited consolidated financial statements for the fiscal year ended December 31, 2023 (See Proposal 1); |
2) | to ratify the appointment of KPMG (“KPMG”) as the Bank’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (See Proposal 2); |
3) | to elect three directors (one director to represent the holders of the Class E shares of the Bank’s common stock (“Class E Director”) and two directors to represent the holders of all classes of shares of the Bank’s common stock (“All Classes Directors”)), each to serve a three-year term (Proposal 3); |
4) | to approve, on an advisory basis, the compensation of the Bank’s executive officers (See Proposal 4); and |
5) | to transact such other business as may properly come before the Annual Meeting. |
| | 2024 Proxy Statement | 1 |
| Class of Shares | | | Number of Shares Outstanding as of December 31, 2023 | |
| Class A Common Shares | | | 6,342,189 | |
| Class B Common Shares | | | 2,089,075 | |
| Class E Common Shares | | | 28,108,597 | |
| Class F Common Shares | | | 0 | |
| Total Common Shares | | | 36,539,861 | |
2 | 2024 Proxy Statement | | |
| | | As of December 31, 2023 | | |||||||
| Class A Common Stock | | | Number of Shares | | | % of Class | | | % of Total Common Stock | |
| Banco de la Nación Argentina Bartolomé Mitre 326 CP 1036 AAF Buenos Aires, Argentina | | | 1,045,348 | | | 16.5 | | | 2.9 | |
| Banco do Brasil SAUN Qd 5, Lote B, Torre II, 12 Andar Edificio Banco do Brasil CEP 70040-912 Brasilia, DF - Brazil | | | 974,551 | | | 15.4 | | | 2.7 | |
| Banco de Comercio Exterior de Colombia Edif. Centro de Comercio Internacional Calle 28 No. 13A-15 C.P. 110311 Bogotá, Colombia | | | 488,547 | | | 7.7 | | | 1.3 | |
| Banco de la Nación (Perú) Ave. República de Panamá 3664 San Isidro, Lima, Perú | | | 446,556 | | | 7.0 | | | 1.2 | |
| Banco Central del Paraguay Federación Rusa y Augusto Roa Bastos Asunción, Paraguay | | | 434,658 | | | 6.9 | | | 1.2 | |
| Banco Central del Ecuador Ave. 10 de Agosto N11-409 y Briceño Quito, Ecuador | | | 431,217 | | | 6.8 | | | 1.2 | |
| Banco del Estado de Chile Ave. Libertador Bernardo O'Higgins No.1111 Santiago, Chile | | | 323,413 | | | 5.1 | | | 0.9 | |
| Sub-total shares of Class A Common Stock | | | 4,144,290 | | | 65.4 | | | 11.4 | |
| Total Shares of Class A Common Stock | | | 6,342,189 | | | 100.0 | | | 17.4 | |
| Class B Common Stock | | | Number of Shares | | | % of Class | | | % of Total Common Stock | |
| Banco de la Provincia de Buenos Aires San Martín 137 C1004AAC Buenos Aires, Argentina | | | 884,461 | | | 42.3 | | | 2.4 | |
| Banco de la Nación Argentina Bartolomé Mitre 326 CP 1036 AAF Buenos Aires, Argentina | | | 295,945 | | | 14.2 | | | 0.8 | |
| The Korea Exchange Bank 35, Euljiro, Jun-gu Seoul 100-793, Korea | | | 147,173 | | | 7.0 | | | 0.4 | |
| Sub-total shares of Class B Common Stock | | | 1,327,579 | | | 63.5 | | | 3.6 | |
| Total Shares of Class B Comon Stock | | | 2,089,075 | | | 100.0 | | | 5.7 | |
| Class E Common Stock | | | Number of Shares | | | % of Class | | | % of Total Common Stock | |
| Brandes Investment Partners, LP(1) 4275 Executive Square 5th Floor La Jolla, CA 92037 United States | | | 4,508,530 | | | 16.0 | | | 12.3 | |
| Total Shares of Class E Common Stock | | | 28,108,597 | | | 100.0 | | | 76.9 | |
| Class F Common Stock | | | Number of Shares | | | % of Class | | | % of Total Common Stock | |
| Sub-total shares of Class F Common Stock | | | 0 | | | 0.0 | | | 0.0 | |
| Total Shares of Common Stock | | | 36,539,861 | | | | | 100.0 | |
(1) | Source: Schedule 13G/A filing with the U.S. Securities and Exchange Commission dated January 10, 2024 |
| | 2024 Proxy Statement | 3 |
| | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE BANK’S AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023. | |
4 | 2024 Proxy Statement | | |
| | | THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE OF THE BOARD, WHICH IS RESPONSIBLE FOR THE FINAL RECOMMENDATION OF THE BANK’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG AS THE BANK’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024. | |
| | 2024 Proxy Statement | 5 |
6 | 2024 Proxy Statement | | |
Miguel Heras | | ||||||
Chairman of the Board Title: Director Age: 55 Director Since: 2015 Committees: • Risk Policy and Assessment Committee, Chairman • Finance and Business Committee, Member | | | Career Highlights: Director of the Board since 2015 and Chairman of the Board since 2019. Mr. Heras is the Founder and Managing Partner of MKH Capital Partners, a private equity firm based in Florida, U.S.A. Since 1999, he has served as Managing Director and as a member of the Board of Directors of Inversiones Bahia, Ltd. in Panama, the largest investment group in Central America, focusing on the financial, infrastructure, energy, real estate, and communications markets. Mr. Heras currently serves on the boards of Avelo Airlines, Wax Center Partners, Copa Colombia, Televisora Nacional and Bahia Motors. He is also a member of The Wharton School of the University of Pennsylvania Executive Board for Latin America. He obtained extensive knowledge and experience in the banking industry while serving as a member of the Board of Directors and Asset-Liability Committee (ALCO) of Banco Continental de Panama for more than 5 years. Mr. Heras structured the acquisition of several companies and banking institutions, and in 2007 led the negotiation for the integration of the banking businesses of Banco Continental de Panamá and Banco General, which converted Banco General into one of the largest banks in Central America. | | |||
| Other Experience: • Former member of the Board of Directors, Amnet Telecommunications Holdings • Former member of the Board of Directors, Clean Streak Ventures • Former member of the Board of Directors, Cable and Wireless (Panama) Inc. • Former member of the Board of Directors, Panamanian Stock Exchange • Former Minister of the Treasury of the Republic of Panama (1996 to 1998) • Former President of the Council on Foreign Trade (1996 to 1998) • Former Vice Minister of the Treasury (1994 to 1996) | | |||||
| Education: • Bachelor of Science in Economics, Wharton School of the University of Pennsylvania | | |||||
| Relevant Skills and Qualifications: Mr. Heras’ professional expertise in economics, finance, private equity, executive management leadership and his experience as a board member of different companies qualifies him to serve on the Board. | |
Isela Costantini | | ||||||
Title: Director Age: 52 Director Since: 2019 Committees: • Nomination, Compensation and Operations Committee, Chairwoman • Audit Committee, Member | | | Career Highlights: Director of the Board since 2019, is Chief Executive Officer of GST Financial Services in Argentina. Ms. Costantini is a member of the boards of Barrick Gold Corporation and Prosegur S.A. Previously she held multiple positions at General Motors where she began working in 1998 and became President of the company for Argentina, Paraguay and Uruguay. | | |||
| Other Experience: • Counsel member, CIPPEC (Centro de Implementación de Políticas Públicas para la Equidad y el Crecimiento) • Member of the International Advisory Board, Barrick Gold Corporation • Former President and Chief Executive Officer, Aerolíneas Argentinas • Former Member of the board, San Miguel SA • Former Member of the board, Food Bank of Argentina | | |||||
| Education: • Social Communications Degree, with a Major in Advertising, Pontificia Universidade Catolica do Parana (PUC-PR), Brazil • MBA, with specialization in Marketing and International Business, Loyola University in Chicago | | |||||
| Relevant Skills and Qualifications: Ms. Costantini’s professional expertise in restructuring, cultural transformation, marketing and communications, and experience as a board member and in leadership roles in different entities, qualify her to serve on the Board. | |
| | 2024 Proxy Statement | 7 |
Alexandra M. Aguirre | | ||||||
Title: Director Age: 47 Director Since: 2020 Committees: • Finance and Business Committee, Member • Anti-money Laundering, Compliance and Sustainability Committee, Member • Risk Policy and Assessment Committee, Member | | | Career Highlights: Director of the Board since 2020, is Partner at Holland & Knight LLP in Miami, Fl. since 2022. Previously she was a Partner at Morrison & Foerster, LLP from 2019 to 2022. Ms. Aguirre has been acting as Chairman of the Board and General Counsel of Pan American Development Foundation since 2015, and she is also a board member of the Women Lawyer’s Interest Group of the International Bar Association since 2019. Ms. Aguirre has been listed for the Latin America´s Top 100 Lawyers (Latinvex 2019-2021), “40 under 40” (The M&A Advisor 2015) and the Florida Super Lawyers Rising Star (Super Lawyers Magazine 2009). She was also a finalist to receive the Top Dealmaker of the Year Award, Corporate Category (Daily Business Review 2012) and recipient of M&A Deal of the Year Award (Latin Lawyers Magazine 2008). Ms. Aguirre is admitted to practice law in Florida, District of Columbia and New York. | | |||
| Other Experience: • Previously shareholder, Greenberg Traurig, LLP • Member of the Presidential Advisory Council (PAC), INCAE Business School • Associate, Hunton & Williams LLP | | |||||
| Education: • Bachelor’s Degree in Marketing and Entrepreneurial, Babson College • Juris Doctor, Northeastern University School of Law | | |||||
| Relevant Skills and Qualifications: Ms. Aguirre’s professional expertise in corporate finance law, corporate governance and cross-border financing transactions in Latin America and United States and her experience as board member in different entities, qualify her to serve on the Board. | |
| | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE holders of CLASS E SHARES VOTE FOR THE RE-ELECTION OF MIGUEL HERAS AS A CLASS E DIRECTOR OF THE BANK AND THAT ALL HOLDERS OF COMMON STOCK VOTE FOR THE RE-ELECTION OF ISELA COSTANTINI AND ALEXANDRA M. AGUIRRE AS DIRECTORS REPRESENTING THE HOLDERS OF ALL CLASSES OF SHARES OF THE BANK’S COMMON STOCK. | |
8 | 2024 Proxy Statement | | |
| | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE FOREGOING RESOLUTION FOR THE REASONS OUTLINED ABOVE. | |
| | 2024 Proxy Statement | 9 |
| Name | | | Country of Citizenship | | | Position Held with the Bank | | | Year Term Expires | | | Age | |
| CLASS A | | ||||||||||||
| Fausto de Andrade Ribeiro Former Chief Executive Officer Banco do Brasil | | | Brazil | | | Director | | | 2025 | | | 56 | |
| Silvina Batakis Minister Housing and Urban Development-Province of Buenos Aires | | | Argentina | | | Director | | | 2026 | | | 55 | |
| José Alberto Garzón Legal Vice President and General Secretary Banco de Comercio Exterior de Colombia S.A. | | | Colombia | | | Director | | | 2026 | | | 53 | |
| CLASS E | | ||||||||||||
| Ricardo Manuel Arango Partner Arias, Fabrega y Fabrega | | | Panama | | | Director | | | 2025 | | | 63 | |
| Mario Covo Founding Partner DanaMar LLC | | | United States | | | Director | | | 2026 | | | 66 | |
| Roland Holst Board Member Sudameris Bank | | | Paraguay | | | Director | | | 2025 | | | 54 | |
| Angélica Ruiz Senior Vice President BP Mexico | | | Mexico | | | Director | | | 2025 | | | 50 | |
10 | 2024 Proxy Statement | | |
Fausto de Andrade Ribeiro | | ||||||
Title: Director Age: 56 Director Since: 2022 Committees: • Audit Committee, Member • Risk Policy and Assessment Committee, Member | | | Career Highlights: Director of the Board since 2022, was Chief Executive Officer of Banco do Brasil from 2021 to 2022. Mr. Ribeiro is the Chairman of the Board of Eternit since 2023. He has been employed by Banco do Brasil in various capacities since 1988, holding the positions of CEO of BB Administradora de Consórcios, Executive Manager-Accounting Directorship, General Manager of Banco do Brasil in Spain, Executive Manager-Accounting Directorship and Internal Controls and Compliance Directorship and Channels Unit. Mr. Ribeiro has been guest speaker in many international seminars about Operational Risk Management, Internal Controls and Compliance. He is the chapter writer of the book “Gestão de Riscos no Brasil”, organized by Duarte Junior, Antonio Marcos Varga. | | |||
| Other Experience: • Former Chairman of the Board of Banco Votorantim S.A., Brasilprev S.A., UBS BB and Regional Former Chairman of Associação de Administradoras de Consórcios • Former Member of the Board of Tecban and Ativos S.A. • Former Chairman of the Board of Companhia de Energía Eléctrica do Rio Grande do Norte • Former Member of the Board of Cámara de Comercio Exterior Espanha-Brazil • Former Member of the Supervisory Board of Alelo, Elo Participaçãoes and BBTUR • Former Chairman of the Supervisory Board of Fundação Banco do Brasil • Former Member of the Audit Committee of Cobra Tecnologia • Former Chairman of Risk, Compliance and Audit Commission of Camara Interbancaria de Pagamentos (CIP) | | |||||
| Education: • Bachelor in Law from UNICEUB-Centro Universitario de Brasilia • Bachelor in Administration from Faculdades Integradas Católica de Brasilia • Master’s degree in business administration (MBA in Finance), Specialization in International Finance from IBMEC • Bank Management for Results Program from University of Chicago and University of Texas, Austin and of Economics Minerva Program – The Theory and Operation of a Modern National Economy – Final paper: Central Bank-Independence, Governance and Accountability, from the George Washington University | | |||||
| Relevant Skills and Qualifications: Mr. Ribeiro’s professional experience in and related to the banking industry and as a board member qualifies him to serve on the board. | |
Silvina Batakis | | ||||||
Title: Director Age: 55 Director Since: 2023 Committees: • Audit Committee, Member • Nomination, Compensation and Operations Committee, Member | | | Career Highlights: Director of the Board since 2023, Ms. Batakis is Minister of Housing and Urban Development of the Province of Buenos Aires and is Researcher-Professor at Universidad Nacional Arturo Juaretche and Universidad Nacional del Avellaneda. Previously, Ms. Batakis was President of Banco de la Nación Argentina, the most important bank in Argentina. Ms. Batakis has received various scholarships and honors, including, among others, the Chevining Scholarship from the Ministry of Foreign Affairs of the United Kingdom, the Mobilité Programme Scholarship granted by the International Relations and Cooperation Rhône-Alpes and the OAS Scholarship for postgraduate studies. In addition, Ms. Batakis has been awarded the Innovative Women Award of the Senate of the Province of Buenos Aire by popular election, the Women in Politics Award, a distinction of Federación Económica de la Provincia de Buenos Aires, and a Special Mention in Public Finance Conference of Universidad Nacional de Córdoba, Argentina. | | |||
| Other Experience: • Former Minister of Economy, Argentina • Former Minister of Economy of the Province of Buenos Aires, Argentina • Former Secretary of Provinces of the Ministry, Argentina • Former Advisor to the Intendant Unit of the Municipality of Florencio Varela, Argentina • Former Advisor to the Board of Directors of Banco de la Provincia de Buenos Aires, Argentina • Former Provincial Director of Environmental Economics and Alternative Energies in the Province of Buenos Aires, Argentina • Former Co-Founder and President of Centro de Estudios Federales Asociación Civil., Argentina | | |||||
| Education: • Doctoral candidate in Economic Development from Universidad Nacional de Quilmes, Argentina • Diploma in Lithium from the Universidad Austral, Argentina • MSC in Environmental Economics from the University of York, England • Master’s degree in public finance form Universidad Nacional de La Plata, Argentina • Postgraduate degree in Environment, Economy and Society of FLASCO • Postgraduate degree in Environmental and Natural Resourse Account at OAS - CIENES • Postgraduate degree in Water Economics at Universidad Nacional de La Pampa, Argentina • Postgraduate degree in Campaign and Political Governance at The George Washington University • Bachelor’s degree in economics from Universidad Nacional de La Plata, Argentina • Bachelor’s degree in mathematics from Boston University | | |||||
| Relevant Skills and Qualifications: Ms. Batakis’ professional experience in the fields of finance, economics and environment and her academic achievements qualify her to serve on the Board. | |
| | 2024 Proxy Statement | 11 |
José Alberto Garzón | | ||||||
Title: Director Age: 53 Director Since: 2017 Committees: • Audit Committee, Chairman • Nomination, Compensation and Operations Committee, Member • Anti-money Laundering, Compliance and Sustainability Committee, Member | | | Career Highlights: Director of the Board since 2017, is Legal Vice President and General Secretary of Banco de Comercio Exterior de Colombia S.A. (Bancoldex) in Colombia since 2003, Administrative Vice President from 2016 to 2017 and in various other capacities with Bancoldex since 1995, holding the positions of Director of the Legal Department and Attorney in the Legal Department. Mr. Garzón chairs the Board of Directors of the Colombian Institute of Corporate Governance and he chairs the Rediscount Entities and Public Banking Committee of the Colombian Banking and Financial Entities Association (Asobancaria) since 2021 and has served as a member of the Board of Directors, Audit Committee, Corporate Governance Committee and Risk Management Committee of Fiduciaria Colombiana de Comercio Exterior S.A. (Fiducoldex) in Colombia since 2016. | | |||
| Other Experience: • Former Board and Audit Committee member, Segurexpo de Colombia, S.A. Aseguradora de Crédito in Colombia • Former Attorney, Legis Editores in Colombia • Former General Manager, Servibolsa Ltda. Servicios Inmobiliarios in Colombia • Former Professor, Credit Insurance in the Insurance Law Program at Pontificia Universidad Javeriana in Colombia • Former Professor of History of Political Ideas and Insurance, Fundación Universitaria Jorge Tadeo Lozano in Colombia | | |||||
| Education: • Law degree and a Master’s degree in Financial Law, Universidad del Rosario in Colombia • Master’s degrees in Commercial Law and Project Finance Studies, Universidad de Los Andes in Colombia • Insurance Law, Pontificia Universidad Javeriana in Colombia • Graduate of Transformative Business Leadership, Centro de Liderazgo y Gestión • Graduate of Leading Economic Growth, Harvard’s Kennedy School | | |||||
| Relevant Skills and Qualifications: Mr. Garzón’s first-hand experience and vast knowledge of administrative, legal risk and regulatory matters relating to the banking industry and, in particular, trade finance qualifies him to serve on the Board. | |
Ricardo Manuel Arango | | ||||||
Title: Director Age: 63 Director Since: 2016 Committees: • Anti-money Laundering, Compliance and Sustainability Committee, Chairman • Finance and Business Committee, Member • Risk Policy and Assessment Committee, Member | | | Career Highlights: Director of the Board since 2016, is Partner of the law firm of Arias, Fábrega & Fábrega in Panama. Since 2004, Mr. Arango has held several leadership positions in the firm, contributing to shape the organization into a leading Latin-American law firm. Mr. Arango has served as a member of the board of directors of the Panama Canal Authority since 2016 and as a member of the board of directors and audit and compliance committees of Banco General since 2012. Mr. Arango worked as an associate with Arias, Fábrega & Fábrega in Panama, becoming a partner of the firm in 1995. Mr. Arango’s professional practice focuses on finance, capital markets, banking regulations, corporate governance and compliance, and mergers and acquisitions. During his career, Mr. Arango has acted as lead counsel in some of the largest and most complex financial transactions and acquisitions in Panama and Central America. From 1998 to 1999, Mr. Arango headed the Presidential Commission that drafted Panama’s current securities act. Mr. Arango is admitted to practice law in New York and Panama. | | |||
| Other Experience: • Former member of the board of directors of Corporación La Prensa and as Chairman of its Editorial Committee • Former member of the board of directors of the Panama Stock Exchange and Chairman • Former Associate, White & Case in New York | | |||||
| Education: • Bachelor’s degree in Law and Political Science, University of Panama • Master of Laws degree, Harvard Law School • Master of Laws degree, Yale Law School | | |||||
| Relevant Skills and Qualifications: Mr. Arango has a strong knowledge of the regulatory frameworks under which the Bank operates; skills in managing legal, compliance, operational and credit risks of the banking industry; diversified perspective based on his combined legal/business acumen; in-depth understanding of the Bank’s business and operations; and experience as a board member for different companies. | |
12 | 2024 Proxy Statement | | |
Mario Covo | | ||||||
Title: Director Age: 66 Director Since: 1999 Committees: • Finance and Business Committee, Chairman • Risk Policy and Assessment Committee, Member | | | Career Highlights: Dr. Covo has been a Director of the Bladex Board since 1999. He is a Founding Partner of DanaMar LLC in New York, a financial consulting firm established in 2013 and of Larch Lane Partners, an investment advisory firm established in 2019. | | |||
| Other Experience: • Founding Partner, Helios Advisors, LLC • Former Founding Partner, Finaccess International, Inc. • Former Founding Partner, Columbus Advisors • Former Managing Director Head of Emerging Markets-Capital Markets, Merrill Lynch • Former Vice President in the Latin American Merchant Banking Group, focusing on corporate finance and debt-for-equity swaps, Bankers Trust Company of New York • Former International Economist focusing primarily on Latin America, Chase Econometrics | | |||||
| Education: • Ph.D. in Economics, Rice University • B.A. with honors, Instituto Tecnológico Autónomo de Mexico | | |||||
| Relevant Skills and Qualifications: Dr. Covo’s extensive background and experience in the financial services industry, and his exposure to the markets in which the Bank operates qualify him to serve on the Board. | |
Roland Holst | | ||||||
Title: Director Age: 54 Director Since: 2017 Committees: • Finance and Business Committee, Member • Risk Policy and Assessment Committee, | | | Career Highlights: Director of the Board since 2017, was Treasurer and Member Ex-Officio of the Board from May 2017 to October 2017 and was previously a Board member from 2014 to 2017. Dr. Holst is a Board member of Sudameris Bank, Paraguay since 2017 and Asunción Stock Exchange and served as a member of the board of Banco Central del Paraguay from 2012 to 2017. | | |||
| Other Experience: • Former Head of Fixed Income Research, State Street Global Markets in Boston, MA • Former Quantitative Analyst, Starmine Corp. in San Francisco, CA • Former Teaching Assistant of Econometrics, Public Finance, Finance, Program Evaluation, Macroeconomics and Labor Economics, University of Chicago • Former Investment Manager, Garantia PFP, a pension fund • Former General Manager, Bolsa de Valores de Asunción, Paraguay • Author of “Social Security and Policy Risk: Evidence of its effects on welfare costs and savings” published in 2007 | | |||||
| Education: • Ph.D. in Public Policy and a Master’s in Economics, University of Chicago • Master in Economics, Universidad Católica de Asunción, Paraguay • Degrees in Economics and Agronomy, Universidad Nacional de Asunción, Paraguay • Financial Risk Manager (FRM) certification | | |||||
| Relevant Skills and Qualifications: Mr. Holst has professional experience in the fields of finance and economics and academic accomplishments qualify him to serve on the Board. | |
| | 2024 Proxy Statement | 13 |
Angélica Ruiz Celis | | ||||||
Title: Director Age: 50 Director Since: 2023 Committees: • Audit Committee, Member • Nomination, Compensation and Operations Committee, Member | | | Career Highlights: Director of the Board since 2023, is Senior Vice President at BP since 2020 and was Head of Country for Mexico at BP from 2018 to 2020. In 2022 Ms. Ruiz was appointed as interim President of BP for Brazil, a position she holds to date. Ms. Ruiz has been recognized as one of the 100 Most Influential Women in Mexico by Forbes in 2021, Most Influential Leaders in LATAM by Bloomberg in 2021 and Leaders in Energy by Petroleum and Energy Ranking in 2018. | | |||
| Other Experience: • Former Vice President Managing Director LATAM for Vestas, Strategy and Commercial Director, Chief Financial Officer and Business Services Director at Petrofac Integrated Energy Services, Mexico • Former General Manager-MD, Commercial and Business Development Global Manager and Strategy and Planning Manager at Grupo Mexicana de Servicios Subacuáticos S.A. de C.V., in Mexico • Former Strategy and Transformation, Outsourcing and Project Manager at CAP Gemini Ernst & Young, Mexico | | |||||
| Education: • London Business School – Executive Education-Leadership • Specialized in Oil & Gas Education, University of Texas, Austin • Master’s in Business Administration (MBA) Operations Management and Supervision at Instituto Panamericano en Alta Dirección (IPADE) • Master’s in Business Administration (MBA) at Richard Ivey School of Business at University of Western Ontario, Canada • B.A. in Economics at Instituto Tecnológico Autónomo de México • Bachelor of Arts (B.A.) in Mathematics at Boston University | | |||||
| Relevant Skills and Qualifications: Ms. Ruiz’s leadership skills and regional experience in more than eight Latin American countries in various executive roles including the energy industry, strategy, operations and commercial with a global focus, qualify her to serve in the Board. | |
14 | 2024 Proxy Statement | | |
| Name | | | Country of Citizenship | | | Position held by Dignatario with the Bank | | | Age | |
| Miguel Heras* Managing Partner and Founder MKH Capital Partners | | | Panama | | | Chairman of the Board | | | 55 | |
| Herminio A. Blanco CEO IQOM | | | Mexico | | | Treasurer | | | 73 | |
| Jorge Luis Real Executive Vice President - Chief Legal Officer and Corporate Secretary Banco Latinoamericano de Comercio Exterior, S.A., | | | Panama | | | Secretary | | | 51 | |
* | Indicates individual is also a member of the Board. |
| | 2024 Proxy Statement | 15 |
• | Ethics, integrity and adherence to our values; |
• | Qualities such as character, business judgment, independence, relationships, professional experience, length of service, and the like; |
• | Commitment to enhancing long-term stockholder value; |
• | Diversity of backgrounds, which is construed broadly to include differences of viewpoint, age, skill, gender, race, ethnicity, and other individual characteristics; |
• | Knowledge or relevant experience regarding the operations or risks inherent in banking activities; |
• | Demonstrated track record of integrity, competence, diligence and practical understanding of the business environment; |
• | Sufficiency of time to carry out their Board and committee duties; and |
• | Other factors, including conflicts of interest or competitive issues. |
16 | 2024 Proxy Statement | | |
| Name | | | Audit | | | Risk Policy and Assessment | | | Finance and Business | | | Anti-Money Laundering, Compliance and Sustainability | | | Nomination, Compensation and Operations | |
| Alexandra M. Aguirre | | | | | | | | | | | | |||||
| Ricardo Manuel Arango | | | | | | | | | | | | |||||
| Silvina Batakis | | | | | | | | | | | | |||||
| Isela Costantini | | | | | | | | | | | | |||||
| Mario Covo | | | | | | | | | | | | |||||
| José Alberto Garzón | | | | | | | | | | | | |||||
| Miguel Heras | | | | | | | | | | | | |||||
| Roland Holst | | | | | | | | | | | | |||||
| Fausto de Andrade Ribeiro | | | | | | | | | | | | |||||
| Angélica Ruiz Celis | | | | | | | | | | | | |||||
| Number of Committee Meetings Held in 2023 | | | 7 | | | 5 | | | 5 | | | 6 | | | 5 | |
| | 2024 Proxy Statement | 17 |
| | | 2023 | | | 2022 | | |
| Audit Fees | | | $721,604 | | | $677,892 | |
| Audit-Related Fees | | | $192,600 | | | $181,900 | |
| Tax Fees | | | 48,860 | | | 45,800 | |
| All Other Fees | | | — | | | — | |
| Total | | | $963,064 | | | $905,592 | |
• | Audit fees include aggregate fees billed for professional services rendered by KPMG, for the audit of the Bank’s annual financial statements and services that are normally provided in connection with statutory and regulatory filings or engagements. |
• | Audit-related fees include aggregate fees billed for assurance and related services by KPMG, that are reasonably related to the performance of the audit or review of the Bank’s financial statements and are not reported under the “Audit fees”. These services are associated primarily with funding programs as part of the normal course of business of the Bank. |
18 | 2024 Proxy Statement | | |
| | 2024 Proxy Statement | 19 |
| Name | | | Position Held with the Bank | | | Country of Citizenship | | | Age | |
| Jorge Salas | | | Chief Executive Officer | | | Spain | | | 53 | |
| Tatiana Calzada | | | Executive Vice President Chief Compliance Officer | | | Panama | | | 53 | |
| Samuel Canineu | | | Executive Vice President Chief Commercial Officer | | | Brazil | | | 42 | |
| Adriana Lizzeth Díaz | | | Executive Vice President Chief Audit Officer | | | Colombia | | | 40 | |
| Olazhir Ledezma | | | Executive Vice President Strategic Planning | | | Peru | | | 52 | |
| Ana Graciela de Méndez | | | Executive Vice President Chief Financial Officer | | | Panama | | | 57 | |
| Carlos Daniel Raad | | | Executive Vice President Chief Investor Relations Officer | | | Colombia | | | 43 | |
| Jorge Luis Real | | | Executive Vice President Chief Legal Officer and Secretary of the Board of Directors | | | Panama | | | 51 | |
| Alejandro Tizzoni | | | Executive Vice President Chief Risk Officer | | | Argentina | | | 47 | |
| Eduardo Vivone | | | Executive Vice President Treasury and Capital Markets | | | Argentina | | | 59 | |
20 | 2024 Proxy Statement | | |
| | 2024 Proxy Statement | 21 |
22 | 2024 Proxy Statement | | |
| Name | | | Number of Shares Owned as of Dec. 31, 2023(1) | | | Number of Shares that may be acquired within 60 days as of Dec. 31, 2023(2) | | | Total Number of Shares Beneficially Owned | | | Percent of Class Beneficially Owned | | | Unvested Restricted Stock Units(3) | |
| Jorge Salas | | | 52,704 | | | 19,987 | | | 72,691 | | | * | | | 34,306 | |
| Tatiana Calzada | | | 1,496 | | | 0 | | | 1,496 | | | * | | | 0 | |
| Samuel Canineu | | | 19,166 | | | 8,186 | | | 27,352 | | | * | | | 16,371 | |
| Adriana Lizzeth Diaz | | | 7,223 | | | 973 | | | 8,196 | | | * | | | 1,947 | |
| Olazhir Ledezma | | | 13,654 | | | 4,921 | | | 18,575 | | | * | | | 9,844 | |
| Ana Graciela de Méndez | | | 19,405 | | | 7,992 | | | 27,397 | | | * | | | 10,933 | |
| Carlos Daniel Raad | | | 7,623 | | | 996 | | | 8,619 | | | * | | | 1,991 | |
| Jorge Luis Real | | | 6,318 | | | 3,731 | | | 10,049 | | | * | | | 5,529 | |
| Alejandro Tizzoni | | | 32,394 | | | 12,219 | | | 44,613 | | | * | | | 16,934 | |
| Eduardo Vivone | | | 25,577 | | | 10,500 | | | 36,077 | | | * | | | 14,177 | |
| Total | | | 185,560 | | | 69,505 | | | 255,065 | | | | | 112,032 | |
* | *Less than one percent of the outstanding class E shares. |
(1) | Includes shares purchased by the executive and restricted stock units vested and transferred to the executive as of such date. |
(2) | Includes vested traditional stock options, as well as options, restricted stock units that will vest within 60 days of December 31, 2023. |
(3) | Includes 70,945, 28,342 and 12,745 unvested restricted stock units granted to executive officers on February 2023, February 2022 and February 2021, under the 2015 Plan, respectively. These restricted stock units vest 25% each period as stated in the Notice of RSU Award. Any unvested portion of the grants referenced above that will not vest within 60 days of December 31, 2023, is not deemed to be beneficially owned by the individuals listed in the table. |
| | 2024 Proxy Statement | 23 |
| Name | | | Number of Shares Owned as of Dec. 31, 2023(1) | | | Number of Shares that may be acquired within 60 days as of Dec. 31, 2023(2) | | | Total Number of Shares Beneficially Owned | | | Percent of Class Beneficially Owned | | | Restricted Shares(3) | |
| Alexandra M. Aguirre | | | 12,300 | | | — | | | 12,300 | | | * | | | 11,700 | |
| Ricardo Manuel Arango | | | 56,025 | | | — | | | 56,025 | | | * | | | 11,700 | |
| Silvina Batakis | | | 0 | | | — | | | 0 | | | * | | | 6,000 | |
| Isela Costantini | | | 12,300 | | | — | | | 12,300 | | | * | | | 11,700 | |
| Mario Covo | | | 86,027 | | | — | | | 86,027 | | | * | | | 11,700 | |
| José Alberto Garzón | | | 30,300 | | | — | | | 30,300 | | | * | | | 11,700 | |
| Miguel Heras | | | 514,749 | | | — | | | 514,749 | | | | | 17,550 | | |
| Roland Holst | | | 37,450 | | | — | | | 37,450 | | | * | | | 11,700 | |
| Fausto de Andrade Ribeiro | | | 2,100 | | | — | | | 2,100 | | | * | | | 6,000 | |
| Angélica Ruiz | | | 0 | | | — | | | 0 | | | * | | | 6,000 | |
| Total | | | 751,251 | | | | | 751,251 | | | | | 105,750 | |
* | Less than one percent of the outstanding class E shares. |
(1) | Includes Class E shares purchased by the director or restricted shares vested and transferred to the director pursuant to the2003 Restricted Stock Plan, the 2008 Plan and the 2015 Plan as of such date. |
(2) | Includes vested / unexercised traditional stock options. |
(3) | Includes unvested restricted Class E shares granted under the Bank’s 2008 Plan and 2015 Plan. An aggregate amount of 63,000 restricted shares were granted to directors on April 26, 2023; these restricted shares vest 35% in each of the first and second year and 30% in the third year on the relevant grant date’s anniversary. |
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| | | Alexandra Aguirre | | | Ricardo Arango | | | Silvina Batakis | | | Isela Costantini | | | Mario Covo | | | José A. Garzón | | | Miguel Heras | | | Roland Host | | | Fausto Ribeiro | | | Angélica Ruiz | | |
| Knowledge and Skills | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| Corporate Governance | | | • | | | • | | | | | • | | | | | • | | | | | | | • | | | | |||||
| Public Board Experience | | | • | | | • | | | | | • | | | • | | | • | | | • | | | • | | | • | | | | ||
| Executive Management Experience | | | | | • | | | • | | | • | | | | | • | | | | | • | | | • | | | • | | |||
| Financial Expertise | | | | | • | | | | | | | • | | | • | | | • | | | • | | | • | | | | ||||
| Legal | | | • | | | • | | | | | | | | | • | | | | | | | • | | | | ||||||
| Government / Regulatory Experience | | | | | • | | | • | | | | | | | • | | | • | | | • | | | • | | | | ||||
| Risk Management | | | | | • | | | | | | | • | | | • | | | • | | | • | | | • | | | | ||||
| International | | | • | | | • | | | | | • | | | • | | | | | • | | | • | | | • | | | • | | ||
| Environmental, Social, and Governance | | | • | | | | | | | • | | | | | • | | | | | | | | | | |||||||
| Gender | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| Male | | | | | • | | | | | | | • | | | • | | | • | | | • | | | • | | | | ||||
| Female | | | • | | | | | • | | | • | | | | | | | | | | | | | • | | ||||||
| Race / Ethnicity | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| African or Black | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| Alaskan Native or American Indian | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| Asian | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| Hispanic or Latin | | | • | | | • | | | • | | | • | | | • | | | • | | | • | | | • | | | • | | | • | |
| Native Hawaiian or Pacific Islander | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| White | | | • | | | • | | | • | | | • | | | • | | | • | | | • | | | • | | | • | | | • | |
| LGBTQ | | | | | | | | | | | | | | | | | | | | | |
28 | 2024 Proxy Statement | | |
• | Reviewed and discussed with the Bank’s management and KPMG the Bank’s December 31, 2023 audited consolidated financial statements, along with management’s assessment of the effectiveness of the internal control over financial reporting; |
• | Met with KPMG, and has discussed the results of the audit performed and its evaluation of the internal control over financial reporting; |
• | Discussed with KPMG the matters that independent registered public accounting firms must communicate to Audit Committees under Public Company Accounting Oversight Board (“PCAOB”) rules; |
• | Received from KPMG the written disclosures and the letter required by the PCAOB’s Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and has discussed with KPMG its independence from the Bank and its management; and |
• | Considered whether the provision of audit-related services to the Bank is compatible with KPMG’s independence, and has determined that the provision of such audit-related services to the Bank is compatible with KPMG’s independence from the Bank. |
| | 2024 Proxy Statement | 29 |
30 | 2024 Proxy Statement | | |
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