FirstCaribbean International Bank (Bahamas) Limited

FirstCaribbean International Bank (Bahamas) LimitedInformation Circularuntil his or her resignation becomes effective. By resolutionof the Board of Directors, the number of directors has beenfixed at eight (8) effective upon the election of directors atthe Meeting.The Board of Directors held six (6) meetings in 2009.The persons designated as proxy holders in the accompanyingform of proxy will vote ordinary shares represented by suchform of proxy, properly executed, for the election of thenominees whose names are set forth herein, unless specificallydirected to withhold a vote. All the nominees were previouslyelected by the shareholders of the Company as directors ofthe Company.If any nominee is for any reason unavailable to serve (whichmanagement has no reason to believe to be the case), thepersons designated as proxy holders in the accompanyingform of proxy shall have the right to exercise their discretionby voting for another qualified nominee.The following table sets out the names of all persons proposedto be nominated for election as Directors, along with otherrelevant information. All nominees are now members of theBoard of Directors.Compensation of DirectorsEach director who is not an employee of FirstCaribbeanInternational Bank (Bahamas) Limited is paid a fee of$2,500.00 per meeting for his or her services as a director.Directors are also entitled to reimbursement for reasonabletravel and living expenses incurred by them in attending anyBoard of Directors or committee meetings.No special remuneration was paid to any director duringfinancial year 2009.SENIOR MANAGEMENT COMPENSATIONThe senior management of the Company received aggregatecompensation amounting to B$2,100,613 in the financialyear 2009.INDEBTEDNESS OF MANAGEMENTThere is a total indebtedness of approximately B$2,608,716due to the Company from members of the senior managementand directors. This represents loans and mortgages.MANAGEMENT’S INTEREST IN TRANSACTIONSNo director, executive officer, or senior officer of theCompany, or proposed nominee for election as a directorof the Company, has held or currently holds a materialinterest in any transaction entered into by the Company orits subsidiaries.SHARE OPTION PLANThere is no share option plan.SHAREHOLDER FEEDBACK AND COMMUNICATIONThe Company’s communications policy is reviewed by theBoard of Directors of the Company periodically and providesthat communications with all constituents will be madein a timely, accurate and effective manner. The Companycommunicates regularly with its shareholders throughpress releases, and annual and quarterly reports. At theCompany’s shareholders’ meetings, a full opportunity isafforded to permit shareholders to ask questions concerningthe Company’s activities. Investor and shareholder concernsare addressed on an ongoing basis through the office of theCorporate Secretary.APPOINTMENT OF AUDITORSAt the meeting, the shareholders will be called upon toappoint auditors of the Company at a remuneration to befixed by the Board of Directors and to serve until the close ofName and Position Principal Occupation Director Since Number of SharesBeneficiallyOwned or ControlledDirectly or IndirectlyMichael MansoorExecutive Chairman,FirstCaribbean International Bank 1999 NilSharon Brown Executive Director, Managing Director 2002 422J. W. P. Krukowski Chairman, Doctor’s Hospital Health System Ltd 1997 NilTerence Hilts Retired Banker 1997 31,220Willie Moss Attorney-at-law 1998 NilG. Diane Stewart Attorney-at-law 2002 NilJan-Arne Farstad Executive Director, International Banking 2004 Nil73