TRADING POLICY
INTRODUCTION
These guidelines set out the policy on the sale and purchase of securities (“the Bank” or “the Company”) by any of its staff
including Directors and Key Management Personnel. Key Management Personnel are those persons having authority and
responsibility for directing and controlling the activities of the Bank,
including any Director (whether Executive or Non-Executive).
The Bank has determined that its Key Management Personnel are defined
as:
(a) Its directors and other Executive Committee (EXCO) members;
(b) Any other person holding a controlled function stated by the Board
as Key Management Personnel on the basis that they have authority
and responsibility for directing and controlling the activities of the
Company either directly or indirectly.
These are:
(i) Chief Financial Officer
(ii) Company Secretary
(iii) Chief Risk Officer
(iv) Chief Compliance Officer
(v) Chief Internal Auditor
All staff, including Directors and the other stated Key Management
Personnel, are encouraged to be long-term holders of the Company’s
securities. However it is important that care is taken in the timing of any
purchase or sale of such securities.
The purpose of these guidelines is to assist all staff (but more particularly
Directors and Key Management Personnel) to avoid conduct known as
‘insider trading’.
This policy extends to and the bank will endeavor to bring to the
attention of any contractor, consultant or external adviser engaged by it
and who may in the course of the engagement come in contact with
insider information.
Insider trading is the practice of dealing in a company’s securities (i.e.
shares or options) by a person with some connection with a company (for
example a director, employee, contractor or consultant) who is in
possession of information generally not available to the public, but which
may be relevant to the value of the company’s securities. It may also
include the passing on of this information to another. Legally, it is an
offence which carries severe penalties, including imprisonment.
WHAT TYPES OF TRANSACTIONS ARE COVERED BY THIS POLICY?
This policy applies to both the sale and purchase of any securities of the
Bank in issue from time to time.
Prohibition
Insider trading is a criminal offence. It may also result in civil liability. In
broad terms, a person will be guilty of insider trading if:
(a) That person possesses information which is not generally available
to the market and, if it were generally available to the market,
would be likely to have a material effect on the price or value of the
Company’s securities (i.e., information that is ‘price sensitive’); and
(b) That person:
(i) Buys or sells securities in the Company; or
(ii) Procures someone else to buy or sell securities in the
Company; or
(iii) Passes on that information to a third party where that person
knows, or ought reasonably to know, that the third party
would be likely to buy or sell the securities or procure
someone else to buy or sell the securities of the Company.
Dealing through third parties
The insider trading prohibition extends to dealings by individuals through
nominees, agents or other associates, such as family members, family
trusts and family companies (referred to as “Associates” in these
guidelines)
GUIDELINES FOR TRADING IN THE COMPANY’S SECURITIES
All staff must not, except in exceptional circumstances, deal in securities of
the Company during the following “Closed Periods”:
(a) The period from 15 days immediately preceding the announcement
to the Stock Exchange of the Bank’s annual results; and 24
hours after the release has been made;
(b) The period from 15 days immediately preceding the announcement
to the Stock Exchange of the Company’s half year results;
and 24 hours after the release has been made;
(c) The period from 15 days immediately preceding the announcement
to the Stock Exchange of each of the Company’s quarterly
results; and 24 hours after the release has been made;
(d) A period of two trading days before and 24 hours after any other
Stock Exchange announcement by the Company; and
(e) Such other periods as the Board may from time to time by notice in
writing designate as a closed period.
Discretion of the Board
The Board may at its discretion vary the rule in relation to a particular
Closed Period by a memo to all staff including Directors and/or Key
Management Personnel either before or during the Closed Period.
However, if a Director or Key Management Personnel of the Bank is in
possession of price sensitive information which is not generally available to
the market, then he or she must not deal in the Bank’s securities at any
time.
No short-term trading in the Company’s securities
Directors and Key Management Personnel must never engage in short-
term trading of the Company’s securities for example buying and selling of
shares within a period of thirty (30) days.
Securities in other companies
Buying and selling securities of other companies with which the Bank may
be dealing is prohibited where an individual possesses information which is
not generally available to the market and is ‘price sensitive’. For example,
where an individual is aware that the Bank is about to sign a major
agreement with another listed company, they should not buy securities in
either the Bank or the other company.
Exceptions
Exceptions to the rule on trade on the Bank’s shares or securities by
directors and Key personnel will be as follows:
(i) Acquire ordinary shares in the Bank by conversion of securities
giving a right of conversion to ordinary shares;
(ii) Acquire the Bank’s securities under a bonus issue made to all
holders of securities of the same class;
(iii) Acquire Company’s securities under a dividend reinvestment plan, or
top-up plan that is available to all holders or securities of the same
class;
(iv) Transfer securities of the Company already held into a
superannuation fund or other saving scheme in which the restricted
person is a beneficiary;
(v) They are not in the possession of inside information;
(vi) The trading is not for short term speculative gain;
(vii) The trading is not likely to be seen by the public, press, and other
shareholders to be unfair or inappropriate;
(viii) The trading does not take place during a “closed period”. A “closed
period” is the period from the end of the financial year or half year
to the time of release of the annual or half year financial results;
(ix) Trade under an offer or invitation made to all or most of the security
holders, such as a rights issue, where the plan that determines the
timing and structure of the offer has been approved by the board.
This includes decisions relating to whether or not to take up the
entitlements and the sale of entitlements required to provide for the
take up of the balance of entitlements under a renounceable pro
rata issue;
(x) Dispose of securities of the Company resulting from a secured
lender exercising their rights, for example, under a margin lending
arrangement;
(xi) Trade under a non-discretionary trading plan for which prior written
clearance has been provided in accordance with procedures set out
in this Policy.
APPROVAL AND NOTIFICATION REQUIREMENTS
(a) Any Director wishing to buy, sell or exercise rights in relation to the
Company’s securities must obtain the prior written approval of the
Chairman or the Board before doing so.
(b) If the Chairman wishes to buy, sell or exercise rights in relation to
the Company’s securities, the Chairman must obtain the prior
approval of the Board before doing so.
Any Key Management personnel wishing to buy, sell or exercise rights in
relation to the Company’s securities must obtain the prior written approval
of the Managing Director before doing so.
(a) All requests to buy or sell securities as referred to in this policy
above must include the intended volume of securities to be
purchased or sold and an estimated time frame for the sale or
purchase.
(b) Copies of written approvals must be forwarded to the Company
Secretary prior to the approved purchase or sale transaction.
Notification
Subsequent to approval obtained in accordance with clauses 5.1 and 5.2,
any member of staff who (directly or through an agent or proxy) buys,
sells, or exercises rights in relation to Bank’s securities must notify the
Company Secretary in writing of the details of the transaction within two
(2) business days of the transaction occurring. This notification obligation
operates at all times.
Sales of securities
Directors or Key Management Personnel in particular need to be mindful of
the market perception associated with any sale of the Banks securities and
possibly the ability of the market to absorb the volume of shares being
sold. With this in mind, the management of the sale of any significant
volume of the Bank’s securities (i.e. a volume that would represent a
volume in excess of 5% of the total securities held by the seller prior to
the sale, or a volume of the shares of the Company on the Stock
Exchange for the preceding 20 trading days) by a Director or Key
Management Personnel needs to be discussed with the board and the
Company’s legal advisers prior to the execution of any sale. These
discussions need to be documented and be retained by the Company
Secretary.
Exemption from Closed Period restrictions due to exceptional
circumstance
Directors or Key Management Personnel who are not in possession of
inside information in relation to the Bank, may be given prior written
clearance by the Chairman (or in the case of the Chairman by the board)
to sell or otherwise dispose of Bank securities in a Closed Period where the
person is in severe financial hardship or where there are exceptional
circumstances as set out in this policy.
Severe financial hardship or exceptional circumstances
The determination of whether staff are in severe financial hardship will be
made by the Chairman in the case of Key Management Personnel and/or a
Director, and the board in the case of the Chairman.
Exceptional circumstances
Exceptional circumstances may apply to the disposal of the Bank’s
securities by a Director or Key Management Personnel if the Person is
required by a court order, to transfer or sell securities of the Bank, or
there is some other overriding legal or regulatory requirement to do so.
Any application for an exemption allowing the sale of Company securities
in a Closed Period based on exceptional circumstances must be made in
writing and be accompanied by relevant court and/or supporting legal
documentation (where applicable).
Any exemption, if issued, will be in writing and shall contain a specified
time period during which the sale of securities can be made.
STOCK EXCHANGE NOTIFICATION FOR DIRECTORS
The Stock Exchange Listing Rules require us to notify
the Stock Exchange immediately after any dealing in securities of
the Company (either personally or through and Associate) which results in
a change in the relevant interests of a Director in the securities of the
Company. The Bank has made arrangements with each Director to ensure
that the Director promptly discloses to the Company Secretary all the
information required by the Stock Exchange.
EFFECT OF COMPLIANCE WITH THIS POLICY
Compliance with these guidelines for trading in the Company’s securities
does not absolve that individual from complying with the law, which must
be the overriding consideration when trading in the Company’s securities.
Dividend Policy
The quantum of Dividend the Board recommends to the General Meeting should
not exceed 85% of the distributable net profit attributable to the shareholders of
the Company. However, the final amount of any proposed dividend is expected
to take into account the liquidity and capital requirements of the Company's and
more particularly the following factors.
- Statutory requirements of the companies and Allied Matters Act 1990
relating to the payment of Dividend by Companies.
- Not to exceed 85% of current year profit after taxation
- To be paid annually, or at shorter intervals (e.g quarterly, semi-annually
etc) as deemed by the board to be in the best interest of the Shareholders.
- Shareholders to share in proportion to their shareholding on per ordinary
share basis.
- Declaration of dividends is subject to, general business conditions, financial
results, capital requirements, contractual, legal and regulatory restrictions
on the payment of dividends by the bank to shareholders, and such other
factors as the board may deem relevant.
- Dividend is subject to withholding tax being 10% of the amount payable.
- Dividends can be paid either directly to shareholder in person, mailed (at
shareholder’s risk) or credited into account provided by shareholders from
the date it becomes payable.