Seventeen resolutions will be put before the shareholders of the Bank of Cyprus on 17th May at the annual general meeting.
They will also have the option to attend the meeting electronically and vote either by submitting a proxy appointment form before the meeting or through electronic voting.
Resolution number 17, as noted in the invitation to the annual general meeting, must be approved by shareholders holding at least 66% of the represented shares (either personally or by proxy) at the annual meeting, provided that at least 50% of the total number of shares are represented (either personally or by proxy) at the AGM.
If the latter condition is not met, at least 75% of the represented shares (either personally or by proxy) at the AGM must vote in favour of the resolution for it to be considered approved.
Additional Variable Remuneration
The governance directive of the Bank of Cyprus allows credit institutions to pay their staff a variable remuneration amount (which is additional payment or provision dependent on staff performance), up to 100% of their fixed pay, upon approval from the shareholders.
“Therefore, shareholders are requested to approve Resolution 17, which will give the group the flexibility to pay variable remuneration to staff taking significant risks, up to 100% of their fixed pay,” stated the Bank of Cyprus. The group had 54 individuals taking significant risks in 2023.
It is also noted that if Resolution 17 is not approved, “it is likely that further changes to our remuneration structure will need to be implemented to remain competitive – with potential further increases in fixed pay.”
The Bank of Cyprus further states “that most of its main European competitors, subject to the variable remuneration cap imposed by CRD IV, either apply the 100% ratio set by CRD IV or have sought shareholder approval to apply the higher maximum level of variable remuneration of 200%.”
On the agenda is also Resolution 7, regarding the payment of a dividend of €0.25 per ordinary share.
Board Members Seeking Re-Election
No changes are proposed to the remuneration of non-executive members of the board of directors, which were approved at the Bank of Cyprus AGM in 2023 (president €220k, vice-president €90k, senior independent director €80k, non-executive members €55k, audit committee chair €45k, audit committee members €25k, risk management committee chair €45k, risk management committee members €25k, human resources and remuneration committee chair €30k, human resources and remuneration committee members €20k, nominations and corporate governance committee chair €30k, nominations and corporate governance committee members €20k, technology committee chair €30k).
Also, proposals will be put to shareholders for the re-election of the following board members, with separate resolutions:
Efstratios-Georgios (Takis) Arapoglou, Lyn Grobler, Panikos Nicolaou, Konstantinos Iordanou, Eliza Livadiotou, Monique Hemerijck, and Adrian Lewis.
A resolution will also be proposed for the appointment of Christian Hansmeyer and Stuart Birrell as board members, with the appointments subject to approval by the European Central Bank.
