Bahamas - FirstCaribbean International Bank

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FirstCaribbean International Bank(Bahamas) Limited Information CircularName and positionPrincipal occupationDirectorsinceNumber of sharesbeneficially ownedor controlleddirectly or indirectlyMichael MansoorExecutive Chairman,FirstCaribbeanInternational Bank Limited1999NilJ. W. P. KrukowskiRetired Banker1997NilWillie MossAttorney-at-law1998NilTerence R. HiltsRetail Director,Northern Caribbean199717,500Walter WellsExecutive Director,Retail Banking199719,200Sharon BrownExecutive Director,Corporate Banking2002NilG. Diane StewartAttorney-at-law2002NilTeresa ButlerChairman, Departmentof Public Personnel2002NilMark TevershamExecutive Director,International Banking2002NilCompensation of DirectorsEach director, who is not an employee ofFirstCaribbean International Bank (Bahamas)Limited is paid a fee of $1500.00 per meeting forhis or her services as a director. Directors are alsoentitled to reimbursement for reasonable traveland living expenses incurred by them in attendingany Board of Directors or committee meetings.No special remuneration was paid to any directorduring financial year 2002.Senior Management CompensationThe senior management of the Companyreceived aggregate compensation amounting to$809,584 in the financial year 2002.16(iii)
FirstCaribbean International Bank(Bahamas) Limited Information CircularIndebtedness of Directors andSenior ManagementThere is a total indebtedness of approximatelyB$1,475,024 due to the Company from membersof the senior management and directors. Thisrepresents loans and mortgages.Management’s Interest in TransactionsNo director, executive officer, or senior officer ofthe Company, or proposed nominee for election asa director of the Company, has held or currentlyholds a material interest in any transactionentered into by the Company or its subsidiaries.Share Option PlanThere is no share option plan.Shareholder Feedback and CommunicationThe Company’s communications policy is reviewedby the Board of Directors of the Companyperiodically and provides that communicationswith all constituents will be made in a timely,accurate and effective manner. The Companycommunicates regularly with its shareholdersthrough press releases, and annual and quarterlyreports. At the Company’s shareholders’meetings, a full opportunity is afforded to permitshareholders to ask questions concerning theCompany’s activities. Investor and shareholderconcerns are addressed on an on-going basisthrough the office of the Corporate Secretary.Appointment of AuditorsAt the meeting, the shareholders will be calledupon to reappoint PricewaterhouseCoopers asthe auditors of the Company at a remunerationto be fixed by the Board of Directors and to serveuntil the close of the next annual meeting of theCompany. To be effective, the resolution reappointingPricewaterhouseCoopers as theauditors of the Company must be approved bythe majority of the votes cast by the holders ofOrdinary Shares present in person, or representedby proxy, at the Meeting. The audit committeeand the management of the Company recommendthat the shareholders vote for the reappointmentof PricewaterhouseCoopers. PricewaterhouseCoopersand its predecessor firms have acted as the auditorsof the Company since 1997.Arrangements have been made for one or morerepresentatives of PricewaterhouseCoopers toattend the meeting.Other BusinessThe management of the Company knows of nomatters to come before the meeting other than thematters referred to in the Notice of AnnualMeeting. However, if any other matters which arenot known to the management of the Companyshould properly come before the Meeting, forms ofproxy given pursuant to this solicitation by themanagement of the Company will be voted onsuch matters in accordance with the best judgmentof the person voting the proxy.Directors’ Approval and CertificateThe contents and the sending of this InformationCircular and Proxy Form have been approved bythe Board of Directors of the Company. Theforegoing contains no untrue statement of amaterial fact and does not omit to state a materialfact that is required to be stated or that is necessaryto make a statement not misleading in light of thecircumstances in which it was made.Dated at the City of Nassau, New ProvidenceIsland in the Commonwealth of The Bahamas14th March 2003.Michael MansoorChairmanCheryl E. BazardCorporate Secretary34 (iv)
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ContentsOur Heritage 6Notice of Mee
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FirstCaribbean International Bank
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Our HeritageBarclays BankThrough th
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Notice of MeetingAnnual MeetingNoti
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Directors, Senior Management & Advi
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Directors’ ReportDIRECTORSIn acco
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Chairman’s ReviewIn late 2002, co
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Chairman’s Reviewpolicies. We are
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Group Chief Executive Officer’s R
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Country Manager’s ReportYear in R
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Country Manager’s ReportBank in 2
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Management’s Discussion and Analy
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Management’s Discussion and Analy
Page 35 and 36: 34Retail Banking
Page 37 and 38: 36Corporate Banking
Page 39 and 40: 38International Banking
Page 41 and 42: 40Capital Markets
Page 43 and 44: 42Marketing and Communications
Page 45 and 46: 44Human Resources
Page 48 and 49: FirstCaribbeanInternational Bank(Ba
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Page 88: The undersigned....................
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Bahamas - FirstCaribbean International Bank

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