The Companies Act, 1995 By-Law No. 1, Scotiabank Trinidad & Tobago Limited
A By-law relating generally to the conduct of the affairs of Scotiabank Trinidad and Tobago Limited (hereinafter referred to as "the Company") duly amended and adopted this 18th day of December, 2020.
1.1 In this by-law and all other by-laws of the Company, unless the context otherwise requires or otherwise specifically provided:-
1.1.1 "Act" - means the Companies Act, 1995 as from time to time amended and every statute substituted therefor and, in the case of such substitution, any references in the by-laws of the Company to provisions of the Act shall be read as references to the substituted provisions therefor in the new statute or statutes.
1.1.2 “articles” - mean the articles of continuance of the Company as amended from time to time.
1.1.3 "FIA" - means the Financial Institutions Act, 1993 as from time to time amended and every statute substituted therefor and, in the case of such substitution, any references in the by-laws of the Company to provisions of the FIA shall be read as references to the substituted provisions therefor in the new statute or statutes.
1.1.4 "Regulations" - mean any regulations made under the Act, and every regulation substituted therefor.
1.1.5 “by-laws"- means the by-laws of the Company from time to time in force.
1.1.6 Save as otherwise specifically provided herein, all words and expressions shall have the meaning given to them in the Act or the Regulation.
1.1.7 The singular includes the plural and the plural includes the singular; the masculine gender includes the feminine and neuter genders.
1.1.8 The word "person" includes bodies corporate, companies, partnerships, syndicates, trusts and any association of persons; and the word "individual" means a natural person.
1.1.9 The headings used in the by-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.
2. REGISTERED OFFICE
The Registered Office of the Company shall be in Trinidad and Tobago at such address as the directors may fix from time to time by resolution.
3. THE COMMON SEAL AND THE OFFICIAL SEAL
3.1 The Common Seal
The common seal of the Company shall be such as the directors may by resolution from time to time adopt.
3.2 The Official Seal
The directors may adopt an official seal for use in any country other than Trinidad and Tobago, which shall be a facsimile of the common seal of the Company with the addition on its face of the name of every country, district or place where it is to be used.
3.3 Custody of Seals
The directors shall provide for the safe custody of the common seal and the official seal, which shall only be used in accordance with this paragraph and paragraph 22 hereof.
The number of directors shall not be less than three (3) nor more than twenty (20). Pending the passing of a resolution of the directors declaring that it is expedient that the number of directors should be increased or decreased (within the aforesaid limits) and until such time as a new number (within such limits) shall have been fixed by such resolution of the directors, the number of directors shall be twelve (12).
Subject to any unanimous shareholder agreement, the directors shall manage the business and affairs of the Company and may exercise all such powers and do all such acts and things as may be exercised or done by the Company and are not by the Act, the articles, the by-laws, any special resolution of the Company or by statute expressly directed or required to be done in some other manner.
Every director and officer of the Company in exercising his powers
and discharging his duties shall:-
(a) act honestly and in good faith with a view to the best interests of the Company; and
(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Every director and officer of the Company shall comply with the Act, the Regulations, the articles, the by-laws and any unanimous shareholders’ agreement.
4.4 Election and Appointment
4.4.1 Save as hereinafter provided, directors shall be elected by the shareholders by ordinary resolution at a meeting of the shareholders called for that purpose. Subject to Section 77 of the Act, a quorum of directors shall have power, at any time, and from time to time, to appoint a person to be a director either to fill a casual vacancy among the directors of the Company or as an addition to the existing directors, but so that the total number of directors shall not exceed the maximum number of directors authorised by the articles. Subject to Section 75 of the Act, any director so appointed to fill a vacancy holds office for the unexpired term of his predecessor. Any director appointed as an addition to the existing directors shall hold office until the next annual meeting of shareholders.
4.4.2 Any shareholder or shareholders may submit to the Company a proposal containing a nomination for the election of directors if the proposal is signed by one or more holders of shares who represent in the aggregate not less than:
(a) five percent of the shares of the Company; or
(b) five percent of the shares of a class of shares of the Company;
entitled to vote at a meeting to which the proposal is to be presented, provided always that if the proposal is not submitted to the Company at least sixty (60) days before the anniversary date of the previous annual meeting of shareholders of the Company, the Company is not required to comply with the provisions of Section 117 of the Act.
4.5 Term of Office
Unless his term of office is sooner determined a director of the Company named in the notice under Section 71(1) of the Act required for continuance shall hold office until the first meeting of shareholders of the Company after continuance. Every director shall thereafter hold office from the date on which he is elected by the shareholders for such term, if any, as is expressly stated in the resolution of the shareholders with a maximum term expiring not later than the close of the third annual meeting of the shareholders following his election. A director shall, in any case, be eligible for re-election if qualified.
Every director shall be an individual eighteen or more years of age and not disqualified under Paragraph 4.8.1 of this by-law. A director shall not require any share qualification but nevertheless shall be entitled to receive notice of, and to attend and be heard at every meeting of shareholders of the Company (including any separate meeting of the holders of any class of shares of the Company).
4.7 Committee of Directors
4.7.1 The directors may appoint from among their numbers a committee of directors and subject to Section 84 (2) of the Act may delegate to such committee any of the powers of the directors; but such committee shall, in the exercise of the power so delegated, conform to any regulations that may be imposed on it by the directors.
4.7.2 The directors shall elect a chairman of committee meetings; if no such chairman is elected or if at any meeting the chairman is not present at the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting
4.7.3 A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes the chairman shall have a second or casting vote. The quorum for a meeting of a committee consisting of two or more members, unless otherwise determined by the committee, shall be two.
4.7:4 The directors shall elect from among their number an audit committee to be composed of not fewer than three (3) directors, a majority of whom are not officers or employees of the Company or any of its affiliates.
4.7:5 Each member of the audit committee shall serve at the pleasure of the board of directors and, in any event, only so long as he
shall be a director. The directors may fill vacancies in the audit committee by election from among their number.
4.7:6 The audit committee shall have power to fix its quorum at not less than a majority of its members and to determine its own rules of procedure subject to any regulations imposed by the board of directors from time to time and to the following paragraph.
4.7:7 The auditor of the Company is entitled to receive notice of every meeting of the audit committee and, at the expense of the Company, to attend and be heard thereat; and, if so requested by a member of the audit committee, shall attend every meeting of the committee held during the term of office of the auditor. The auditor of the Company or any member of the audit committee may call a meeting of the committee.
4.7:8 The audit committee shall review the financial statements of the Company and shall report thereon to the board of directors of the Company prior to approval thereof by the board of directors and shall have such other powers and duties as may from time to time by resolution be assigned to it by the board.
4.8 Vacation of Office
4.8.1 A director shall cease to be a director:-
(a) if he is removed from office under paragraph 4.8.2;
(b) if being also an officer of the Company or of an affiliated company he ceases to hold any office or ceases to be employed as an officer of the Company or an affiliated company on a full time active duty basis PROVIDED
HOWEVER that if he is a former managing director he may if specifically and unanimously requested to do so by the Board continue to serve on the Board for a defined period of time;
(c) if he becomes bankrupt, having been adjudged or otherwise declared bankrupt under any law in force in Trinidad and Tobago or elsewhere;
(d) if he is found to be mentally ill;
(e) if by notice in writing to the Company he resigns his office and any such resignation shall be effective at the time it is served on the Company or at the time specified in the resignation, whichever is later;
(f) if an order disqualifying him from being a director is made by the Court under Sections 69, 399A or 447(4A) of the Act;
(g) if he is debarred from acting or continuing to act as a director under Section 20 of the FIA and does not obtain the approval of the Central Bank of Trinidad and Tobago to act or continue to act as such;
(h) if he dies; or
(i) upon reaching the term limit set out in the Corporate Governance Policies of the Bank, approved by the Board of Directors from time to time.
4.8.2 The shareholders of the Company may, by ordinary resolution at a meeting of shareholders, remove any director from office and the vacancy created by the removal of a director may be
filled at the meeting of the shareholders at which the director is removed.
4.8.3 A retiring director shall cease to hold office at the close of the meeting at which his successor is elected unless such meeting was called for the purpose of removing him from office as a director in which case the director so removed shall vacate office forthwith upon the passing of the resolution for his removal.
5. BORROWING POWERS OF DIRECTORS
5.1 The directors may from time to time:
(a) borrow money upon the credit of the Company;
(b) issue, reissue, sell or pledge debentures of the Company;
(c) subject to Section 56 of the Act, give a guarantee on behalf of the Company to secure performance of an obligation of any person;
(d) mortgage, charge, pledge or otherwise create a security interest in all or in any property of the Company, owned or subsequently acquired, to secure any obligation of the Company or any other person.
5.2 The directors may from time to time by resolution delegate to a director, a committee of directors or any officer or officers of the Company all or any of the powers conferred on the directors by paragraph 5.1.
5.3 The powers conferred by paragraph 5.1 hereof shall be in supplement of and not in substitution for any powers to borrow money for the purposes of the Company possessed by its directors or officers independently of a borrowing by-law.
6. MEETINGS OF DIRECTORS
6.1 Place of Meeting
Meetings of the directors and of any committee of the directors may be held at such place whether within or outside of Trinidad and Tobago as the directors may from time to time decide.
A director may, and at the request of any director, the Secretary shall, at any time convene a meeting of the directors. The notice of any such meeting shall specify the purpose of, or the business to be transacted at, the meeting. Notice of any such meeting shall be served in the manner specified in paragraph 20.1 hereof not less than three (3) days (exclusive of the day on which the notice is delivered or sent but inclusive of the day for which notice is given) before the meeting is to take place. It shall not be necessary to give notice of a meeting of the directors to a newly elected or appointed director for a meeting held immediately following the election of directors by the shareholders or the appointment to fill a vacancy among the directors.
6.3 Waiver of Notice
A director may, in any manner, waive notice of a meeting of the directors; and attendance of a director at a meeting of the directors shall constitute a waiver of notice of the meeting except where a
director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
6.4 Telephone participation
Where the other directors attending a board meeting of the Company consent thereto, (either, at, before or after the meeting), a director may participate in a meeting of directors or of any committee of directors by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a director participating in a meeting by such means shall be deemed for the purposes of the Act to be present at that meeting.
Three (3) directors or such greater number determined by the directors shall form a quorum for the transaction of business and, notwithstanding any vacancy among the directors, a quorum of the directors at a meeting of the directors properly convened may exercise all the powers of the directors. No business shall be transacted at a meeting of directors unless a quorum is present.
The directors may act notwithstanding any vacancy in their body but, if and so long as their number is reduced below the number fixed by or pursuant to this by-law as the necessary quorum of directors, or if there has been a failure to elect the number or minimum number of directors required by the articles, the directors then in office shall forthwith call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting, or if there are no directors then in office,
the meeting may be called by any shareholder.
6.7 Chairman and Deputy Chairman
The directors may appoint a Chairman and Deputy Chairman of the board of directors and determine the period for which they are respectively to hold office. In the absence of the Chairman, the Deputy Chairman shall preside at meetings of the directors; but if no such Chairman or Deputy Chairman is appointed, or if at any meeting neither the Chairman nor the Deputy-Chairman is present within five minutes after the time appointed for holding the same, the directors present may choose one of their members to be chairman of the meeting.
Questions arising at any meeting of the directors shall be decided by a majority of votes. In the case of an equality of votes the chairman of the meeting, if he be the Chairman of the board of directors appointed under paragraph 6.7 hereof, in addition to his original vote shall have a second or casting vote, but no other chairman of a meeting of directors shall have a second or casting vote and in the absence of such casting vote the motion shall be deemed not to have been carried.
6.9 Resolution in Lieu of Meeting
Notwithstanding any of the foregoing provisions of this by-law a resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the directors or of any committee of the directors is as valid as if it had been passed at a meeting of the directors or any committee of the directors. When signed the resolution may consist of several documents, each signed by one or
more persons aforesaid and each such document may be in the form of a facsimile and may be sent to the Secretary by facsimile transmission.
6.10 Validity of acts where election or appointment defective
All acts done by any meeting of the directors or of a committee of directors or by any person acting as a director shall, notwithstanding that it be afterwards discovered that there was some defect in the election or appointment of such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly elected or appointed and was qualified to be a director.
7. REMUNERATION OF DIRECTORS
The remuneration to be paid to each individual director and the manner and structure of such payment shall be determined by the directors but shall not in aggregate exceed such figure as the shareholders may from time to time determine in general meeting and such remuneration may be in addition to the salary paid to any officer or employee of the Company who is also a director. Such remuneration shall be deemed to accrue from day to day and be pro-rated accordingly. The directors may also award special remuneration to any director undertaking any special services on the Company's behalf, when so requested by the directors, other than the normal work ordinarily required of the director; and no confirmation of such resolution by the shareholders shall be required. The directors shall also be entitled to be paid their travelling, hotel and other expenses properly incurred by them in connection with the affairs of the Company, including their expenses of travelling to or from board meetings and meetings of any committee of the
8. SUBMISSION OF CONTRACT, ACT OR TRANSACTION TO
SHAREHOLDERS FOR APPROVAL
8.1 The directors in their discretion may submit any contract, act or transaction for approval, ratification or confirmation at any annual meeting of the shareholders or at any special meeting of the shareholders called for the purpose of considering the same and, subject to the provisions of Section 93 (1) of the Act, any such contract, act or transaction that is approved or ratified or confirmed by a resolution passed by a majority of the votes cast at any such meeting (unless any different or additional requirement is imposed by the Act or by the articles or any other by-law) shall be as valid and binding upon the Company and upon all the shareholders as though it had been approved, ratified or confirmed by every shareholder of the Company.
8.2 A director shall not be present, or vote at a meeting of the board of directors or a committee of the board of directors when a loan or advance or other credit facilities to or by himself, his relative or any person connected with the director or to or by a corporation of which he or his relative is an employee or in which he or his relative owns twenty-five percent (25%) or more of its paid-up share capital is under consideration, unless such loan, advance or other credit facility is to a corporation controlled by the Company and all the issued shares
except the qualifying shares of the directors are owned by the Company
8.3 A director or officer of the Company:-
(a) who is party to a material contract or proposed material contract with the Company; or
(b) who is a director or an officer of any body, or has a material interest in any body, that is a party to a material contract or proposed material contract with the Company,
shall disclose in writing to the Company and request to have the nature and extent of his interest entered in the minutes of meetings of directors
8.4 Subject to paragraph 8.2 a director who is referred to in paragraph 8.3 shall not be present at, form part of a quorum or vote on any resolution to approve a contract in which he has an interest, unless the contract-
(a) is an arrangement by way of security for money loaned to, or obligations undertaken by him, for the benefit of the Company or an affiliate of the Company;
(b) is a contract that relates primarily to his remuneration as a director, officer, employee or agent of the Company or an affiliate of the Company;
(c) is a contract for indemnity or insurance under Sections 101 to 105 of the Act; or
(d) is a contract with an affiliate of the Company.
8.5 Any contract referred to in paragraph 8.3 together with all circumstances relevant thereto shall be reported to the shareholders
not later than on the distribution of the next financial statements.
9. FOR THE PROTECTION OF DIRECTORS AND OFFICERS
9.1 No director or officer of the Company shall be liable to the Company for:-
(a) the act, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or act for conformity;
(b) any loss, damage or expense incurred by the Company through the insufficiency or deficiency of title to any property acquired by the Company or for or on behalf of the Company;
(c) the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Company shall be placed out or invested;
(d) any loss or damage arising from the bankruptcy, insolvency or tortious act of any person including any person with whom any monies, securities or effects shall be lodged or deposited;
(e) any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any monies, securities or other assets belonging to the Company; or
(f) any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto;
unless the same happens by or through his failure to exercise the powers or to discharge the duties of his office honestly and in good faith with a view to the best interests of the Company or in connection
therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
9.2 Nothing herein contained shall relieve a director or officer from the duty to act in accordance with the Act or the Regulations or relieve him from liability for a breach thereof.
9.3 The directors for the time being of the Company shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Company, except such as are submitted to and authorised or approved by the directors;
9.4 If any director or officer of the Company is employed by or performs services for the Company otherwise than as a director or officer or is a member of a firm or a shareholder, director or officer of a body corporate which is employed by or performs services for the Company, the fact of his being a shareholder, director or officer of the Company shall not dis-entitle such director or officer or such firm or body corporate, as the case may be, from receiving proper remuneration for such services.
10. INDEMNITIES TO DIRECTORS AND OFFICERS
Subject to Section 101 of the Act, except in respect of any action by or on behalf of the Company to obtain a judgment in its favour, the Company shall indemnify a director or officer of the Company, a former director or officer of the Company or a person who acts or acted at the Company's request as a director or officer of a body corporate of which the Company is, or was a shareholder or creditor, and his personal representatives, against all costs, charges and expenses, (including an amount paid to settle an action or satisfy
a judgment), reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being, or having been, a director or officer of the Company, or such body corporate, if:-
(a) he acted honestly and in good faith with a view to the best interests of the Company; and
(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his impugned conduct was lawful.
11. ALTERNATIVE DIRECTORS
11.1 A meeting of the shareholders may by ordinary resolution elect a person to act as a director in the alternative for a director and, if specifically authorised by an ordinary resolution of the shareholders, the directors may from time to time appoint such alternative directors to any of the directors of the Company as are necessary for the proper discharge of the affairs of the Company.
11.2 An alternative director (except as regards remuneration) shall have all the rights and powers of the director for whom he is elected or appointed in the alternative and shall be entitled to receive notices of all meetings of the directors and to attend, speak and vote at any meeting of the directors at which the director he represents is not present. An alternative director shall be entitled to all protection and indemnities granted to directors under this by-law.
11.3 One person may act as alternative director to more than one director and while he is so acting he shall be entitled to a separate vote for each
director he represents and, if he is himself a director, his vote or votes as an alternative director shall be in addition to his own vote.
11.4 An alternative director shall not be taken into account in reckoning the minimum or maximum number of directors allowed for the time being but shall be counted for the purposes of reckoning whether a quorum is present at any meeting of the directors attended by him at which he is entitled to attend and vote and should he be acting as an alternative director for more than one director, for the purposes of determining whether a quorum exists, he shall be counted that number of times which equals the number of directors which he represents at such meeting.
11.5 An alternative director shall ipso facto cease to be an alternative director if the director whom he represents ceases for any reason to be a director; provided however that if a director who has retired at an annual meeting is re-elected at such meeting, any election or appointment of his alternative director pursuant to paragraph 11.1 hereof which was in force immediately prior to his re-election shall continue in effect after his re-election as if such director had not retired.
11.6 A director shall not be liable for the acts and defaults of any alternative director.
The directors shall as often as may be required appoint a Secretary
and, if deemed advisable, may as often as may be required appoint any or all of the following officers: a Chairman, a Deputy Chairman, a Managing Director and one or more Deputy Managing Directors. A director may be appointed to any office of the Company but none of the officers except the Chairman, the Deputy Chairman, the Managing Director and any Deputy Managing Director need be a director. Two or more of the aforesaid offices may be held by the same person. The directors may from time to time appoint, or delegate to the Managing Director the right to appoint, such other officers and agents as they deem or he deems necessary who shall have such authority and shall perform such duties as may from time to time be prescribed by the directors or by the Managing Director pursuant to such delegation.
12.2 Removal of officers
All officers, in the absence of agreement to the contrary, shall be subject to removal by resolution of the directors at any time, with or without cause. Such power of removal may be exercised notwithstanding anything in this by-law or in any agreement between the Company and such officer but without prejudice to any claim such officer may have for damages for breach of contract between him and the Company.
The remuneration of all officers appointed by the directors shall be determined from time to time by resolution of the directors. The fact that any officer or employee is a director or shareholder of the Company shall not disqualify him from receiving such remuneration as may be determined.
12.4 Powers and Duties
All officers shall sign such contracts, documents or instruments in writing as require their respective signatures and shall respectively have and perform all powers and duties incident to their respective offices and such other powers and duties respectively as may from time to time be assigned to them by the directors or the Managing Director.
In the case of the absence or inability to act of any officer of the Company or for any other reason that the directors may deem sufficient, the directors may delegate all or any of the powers of such officer to any other officer or to any director.
The Chairman shall be the Chairman of the Board of Directors appointed pursuant to paragraph 6.7 hereof and shall, when present, preside at all meetings of the directors and of the shareholders.
12.7 Deputy Chairman
If the Chairman is absent or is unable or refuses to act, the Deputy Chairman (if any) appointed pursuant to paragraph 6.7 hereof, shall, when present, preside at all meetings of the directors and of the shareholders.
12.8 Managing Director
A Managing Director shall exercise such powers and have such authority as may be delegated to him by the directors in accordance with the provisions of Section 84 of the Act.
12.9 Deputy Managing Director
If the Managing Director is absent or is unable or refuses to act, the Deputy Managing Director (if any) shall exercise such powers and have such authority as may be delegated to him by the directors in accordance with the provisions of Section 84 of the Act.
The Secretary shall give or cause to be given notices for all meetings of the directors, any committee of the directors and the shareholders when directed to do so and shall have charge of the minute books and seal of the Company and, subject to the provisions of paragraph 14.5 hereof, the records (other than accounting records) referred to in Section 177 of the Act.
If the office of any officer of the Company becomes vacant by reason of death, resignation, disqualification or otherwise, the directors by resolution shall, in the case of the Secretary, and may, in the case of any other office, appoint a person to fill such vacancy.
13. SHAREHOLDERS’ MEETINGS
13.1.1 Annual Meeting
Subject to the provisions of Section 109 of the Act, the annual meeting of the shareholders shall be held on such day in each year at such time and at any place within Trinidad and Tobago as the directors may by resolution determine, or, if all the shareholders entitled to vote at such meeting so agree, outside Trinidad and Tobago.
13.1.2 Special Meetings
Special meetings of the shareholders may be convened by the directors at any date and time and at any place within Trinidad and Tobago or, if the all the shareholders entitled to vote at such meeting so agree, outside Trinidad and Tobago.
13.2 Virtual Meetings
Notwithstanding anything to the contrary in this by-law, shareholders’ meetings may, at the discretion of the Board of Directors, be held virtually, in whole or in part, by means of a teleconference communication system or a video conference communication system or such other similar electronic communication facility that permits all shareholders participating in such meeting to hear the proceedings, and to communicate with the chairman. Participation by such communication facility shall constitute attendance at the said meeting.
13.3 Requisition by shareholders
The directors shall, on the requisition of the holders of not less than five percent (5%) of the issued shares of the Company that carry a right to vote at the meeting requisitioned, forthwith convene a meeting of shareholders, and in the case of such requisition the following provisions shall have effect:-
(a) the requisition must state the business to be transacted at the meeting and must be signed by the requisitionists and sent to each director and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more of the requisitionists;
(b) if the directors do not, within twenty-one (21) days from the date of the requisition being so deposited, proceed to convene a
meeting, the requisitionists or any of them may themselves convene the meeting, but any meeting so convened shall not be held after three (3) months from the date of such deposit;
(c) unless subsection (3) of Section 133 of the Act applies, the directors shall be deemed not to have duly convened the meeting if they do not give such notice as is required by the Act within twenty-one (21) days from the deposit of the requisition;
(d) any meeting convened under this paragraph by the requisitionists shall be called as nearly as possible in the manner in which meetings are to be called pursuant to the by-laws and Divisions 5 and 6 of Part III of the Act;
(e) a requisition by joint holders of shares must be signed by all such holders.
A printed, written or type-written notice stating the day, hour and place of meeting shall be given by serving such notice on each shareholder entitled to vote at such meeting, on each director and on the auditor of the Company in the manner specified in paragraph 20.1 hereof, not less than ten (10) days, or in the case of an annual meeting or a meeting to pass a special resolution, not less than twenty-one (21) days (in each case exclusive of the day on which the notice is delivered or sent and of the day for which notice is given) and in any case not more than fifty (50) days before the date of the meeting. A notice of a meeting at which special business is to be transacted shall state:-
(a) the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment thereon , and
(b) the text of any special resolution to be submitted to the meeting.
13.5 Record Dates
Subject to Section 110(2) of the Act, the directors may fix in advance a date as the record date for the determination of shareholders entitled to receive notice of a meeting of shareholders, but such record date shall not precede by more than 60 days or by less than 14 days the date on which the meeting is to be held. If no record date is fixed, the record date for the determination of the shareholders entitled to receive notice of a meeting of the shareholders shall be:-
(a) at the close of business on the business day immediately preceding the day on which the notice is given; or
(b) if no notice is given, the day on which the meeting is held.
The Secretary shall comply with the requirements of Section 112 of the Act in respect of record dates.
13.6 Waiver of Notice
A shareholder, the duly appointed proxy of a shareholder and any other person entitled to attend a meeting of shareholders may in any manner waive notice of a meeting of shareholders or the time for the giving of any such notice or any irregularity in any such meeting, which waiver may be validly given either before or after the meeting to which such waiver relates. Attendance of any such person at a meeting of shareholders shall constitute a waiver of notice of the meeting except where such person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
13.7 Omission of Notice
The accidental omission to give notice of any meeting or any irregularity in the notice of any meeting or the non-receipt of any notice by any shareholder, director or the auditor of the Company shall not invalidate any resolution passed or any proceedings taken at any meeting of the shareholders.
Every question submitted to any meeting of shareholders shall be decided in the first instance by a show of hands unless a person entitled to vote at the meeting has demanded a ballot (either before or immediately after any vote by show of hands), and, if the articles so provide, in the case of an equality of votes the chairman of the meeting shall on a show of hands and upon a ballot have a second or casting vote in addition to any votes to which he may be otherwise entitled. Where a shareholder participates in a virtual meeting of shareholders in the manner set out in paragraph 13.2 above, a vote on any resolution shall be effected and recorded electronically by means of such electronic polling mechanism as may be employed for the conduct of the meeting, and any such vote shall be deemed valid and conclusive. Where the meeting is held virtually in the manner set out in paragraph 13.2 above, voting by such electronic means shall replace a vote by show of hands unless a ballot is called, in which case there will be one vote for every share held.
13.8.1 At every meeting at which he is entitled to vote, every shareholder, proxy holder or individual authorised to represent a shareholder which is a body corporate, who is present in person shall have one vote on a show of hands. Upon a ballot at
which he is entitled to vote, every shareholder, proxy holder or individual as aforesaid, shall have one vote for every share held by the shareholder.
13.8.2 At any meeting unless a ballot is demanded, a declaration by the chairman of the meeting that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority shall be conclusive evidence of the fact.
13.8.3 When the Chairman, or Deputy Chairman are absent, the persons who are present and entitled to vote shall choose another director present to be chairman of the meeting, but if no director is present or all the directors present decline to take the chair, the persons who are present and entitled to vote shall choose one of their number to be chairman of the meeting.
13.8.4 A ballot, either before or immediately after any vote by a show of hands but before the declaration of the chairman of the meeting under paragraph 13:8.2 above, may be demanded
a) by the chairman of the meeting;
b) by at least three shareholders present in person or by proxy; or
c) by any shareholder or shareholders present in person or by proxy and representing not less than one tenth of the total voting rights of all the shareholders having the right to vote at the meeting.
If at any meeting a ballot is demanded on the election of a
chairman or on the question of adjournment it shall be taken forthwith without adjournment. If at any meeting a ballot is demanded on any other question or as to the election of directors, the vote shall be taken by ballot in such manner and either at once, later in the meeting or after adjournment, as the chairman of the meeting directs. The result of a ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded. A demand for a ballot may be withdrawn.
13.8.5 If two or more person hold shares jointly, one of those holders present at a meeting of shareholders may, in the absence of the other vote the shares, but if two or more of those persons who are present, in person or by proxy vote, they must vote together as one on the shares jointly held by them, or not at all.
13.9.1 Votes at meetings of shareholders may be cast either personally or by proxy or, in the case of a shareholder who is a body corporate, by an individual authorised by a resolution of the directors or governing body of that body corporate to represent it at meetings of shareholders of the Company.
13.9.2 Every shareholder including a shareholder that is a body corporate, entitled to vote at a meeting of shareholders may by means of a proxy appoint a proxyholder or proxyholders or one or more alternate proxyholders, to attend and act at the meeting in the manner and to the extent authorised by the proxy and
with the authority conferred by the proxy.
13.9.3 A proxy shall be executed by the shareholder or his attorney authorised in writing or, if the appointor is a body corporate, either under seal, or under the hand of an officer or attorney duly authorised, and is valid only at the meeting in respect of which it is given or any adjournment thereof.
13.9.4 A person appointed by proxy need not be a shareholder.
13.9.5 The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified or office copy of that power or authority shall be deposited at the Registered Office of the Company or at such other place within Trinidad as is specified for that purpose in the notice of meeting not exceeding forty-eight (48) hours before the time for holding the meeting or adjourned meeting, at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid.
13.9.6 The Company shall concurrently with the giving of notice of a meeting of shareholders, send a form of proxy in the form prescribed in 13.9.8 below to each shareholder who is entitled to receive notice of the meeting.
13.9:7 The Company shall send with every solicitation of a proxy a management proxy circular with the notice of the meeting and shall concurrently send a copy to the Commission.
13.9:8 Subject to the provisions of Part V of the Regulations, a proxy may be in the following form:-
Name of Company Company No.
Particulars of Meeting:
Shareholder(s) in the above Company appoint(s)
or failing him
to be my/our proxy to vote for me/us and on my/our behalf at the above meeting and any adjournment thereof in the same manner, to the same extent and with the same powers as if I/We were present at the said meeting or such adjournment or adjournments thereof.
The chairman of any meeting may with the consent of the meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the same from time to time to a fixed time and place and no notice of such adjournment other than by announcement at such meeting need be given to the shareholders unless the meeting is adjourned by one or more adjournments for an aggregate of thirty (30) days or more, in which case the notice of the adjourned meeting shall
be given as for an original meeting. Any business that might have been brought before or dealt with at the original meeting in accordance with the notice calling the same may be brought before or dealt with at any adjourned meeting for which no notice is required.
A quorum for the transaction of business at any meeting of the shareholders shall be present if the holders of a majority of the shares entitled to vote at the meeting are present in person or represented by proxy or by a representative of a shareholder which is a body corporate, irrespective of the number of persons actually present at the meeting. If a quorum is present at the opening of any meeting of the shareholders, the shareholders present or represented as aforesaid may proceed with the business of the meeting notwithstanding a quorum is not present throughout the meeting. If the quorum is not present within thirty (30) minutes of the time fixed for a meeting of shareholders, the persons present or represented as aforesaid and entitled to vote may adjourn the meeting for a fixed time and place but may not transact any other business.
13.12 Resolution in lieu of meeting
Notwithstanding any of the foregoing provisions of this by-law, a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of the shareholders is, subject to Section 132 of the Act, as valid as if it had been passed at a meeting of the shareholders.
14.1 No Recognition of Trust
Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by this by-law or by law otherwise provided) any other right in respect of any share except an absolute right to the entirety thereof in the registered holder.
14.2 Allotment and Issuance
Subject to the Act and any other relevant laws, the articles and any agreements, shares of the Company may be allotted and issued by resolution of the directors at such times and on such terms and conditions and to such persons or class of persons as the directors may determine.
Share certificates and debenture certificates shall be in such form as the directors may by resolution approve and such certificates shall be under the common seal of the Company and signed by a director of the Company and countersigned by the Secretary or by a second director and such signatures may be printed or otherwise mechanically reproduced thereon.
14.4 Defaced Lost or Destroyed Certificates
The directors or any agent designated by the directors may in their or his discretion direct the issuance of a new share or other such certificate in lieu of and upon cancellation of a certificate that has been
mutilated or defaced or in substitution for a certificate claimed to have been lost, destroyed or wrongfully taken or, where the shareholder has sold some of his shares for the balance of shares held by him on such terms as to indemnity, and evidence of loss and title as the directors may from time to time prescribe, whether generally or in any particular case.
The directors may from time to time by resolution appoint or remove an agent to maintain a central securities register and branch securities register for the Company.
15. TRANSFER OF SHARES AND DEBENTURES
The shares or debentures of the Company may be transferred by a written instrument of transfer in such form as the directors may from time to time approve, signed by the transferor and naming the transferee.
Registers of shares and debentures issued by the Company shall be kept at the Registered Office of the Company or at such other place in Trinidad and Tobago as may from time to time be designated by resolution of the directors.
15.3 Surrender of Certificates
Subject to the Act, no transfer of shares or debentures shall be registered unless or until the certificate representing the shares or debentures to be transferred has been surrendered for cancellation.
15.4 Suspension of Transfers
The registration of transfers may be suspended at such times and for such period as the directors may from time to time determine; Provided always that such registration shall not be suspended for more than thirty (30) days in any year.
16.1 The directors may from time to time by resolution recommend and the Company may declare and pay dividends on its issued shares subject to the provisions (if any) of the articles and Sections 54 and 55 of the Act. No higher dividend shall be paid than is recommended by the Directors.
16.2 The directors may if they think fit from time to time pay to the shareholders such interim dividends as appear to the directors to be justified by the profits of the Company. If at any time the issued shares of the Company are divided into different classes, the directors may pay such interim dividends in respect of those shares in the capital of the Company which confer on the holders thereof deferred or non-preferred rights as well as in respect of those shares which confer on the holders thereof preferential rights with regard to dividend and provided that the directors act bona fide they shall not incur any responsibility to the holders of shares conferring a preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferred rights. The
directors may also pay half-yearly or at other suitable intervals to be settled by them any dividend which may be payable at a fixed rate if they are of opinion that the profits justify the payment.
16.3 The Company may by ordinary resolution of its shareholders and subject to Section 55 of the Act pay a dividend by issuing fully paid shares of the Company by way of a bonus issue or pay such dividend in money or in property. A general meeting of the Company sanctioning a dividend by way of a bonus issue or in property may direct payment of such dividend on property wholly or partly by the distribution of specific assets and in particular of shares, debentures or debenture stock of any other company or in any one or more of such ways, and where any difficulty arises in regard to such distribution whether by way of a bonus issue or in reference to property, the directors may settle the same as they think expedient, and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof, and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees upon trust for the person entitled to the dividend as may seem expedient to the directors and generally may make such arrangements for the allotment, acceptance and sale of such specific assets or fractional certificates, or any part thereof, and otherwise as they think fit.
16.4 Any dividend, interest, or other monies payable in cash in respect of shares may be paid by cheque or warrant sent through the post to the registered address of the shareholder or, in the case of joint
shareholders, to the registered address of that one of the joint shareholders who is first named on the Register of Members or to such person and to such address as the shareholder or joint shareholders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to such person as the shareholder or joint shareholders may direct and payment of the cheque or warrant if purporting to be duly endorsed shall be a good discharge to the Company. Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented thereby.
16.5 The directors may, before paying or recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves which shall, at the discretion of the directors, be applicable for any purpose to which the profits of the Company may be properly applied, and pending such application such monies may, with like discretion, either be employed in the business of the Company or be invested in such investments as the directors may from time to time think fit. The directors may also without placing the same to reserve carry forward any profits which they may think prudent not to divide.
16.6 No dividend shall be paid in money or property out of unrealised profits.
16.7 In a case where several persons are registered as the joint shareholders of any shares, any one of such persons may give effectual receipts for all dividends and payments on account of dividends.
16.8 No dividend or other monies payable on or in respect of a share shall bear interest as against the Company.
16.9 All unclaimed dividends may be invested or otherwise made use of by the directors for the benefit of the Company until claimed. Any dividend unclaimed after a period of twelve years from the date of declaration of such dividend shall be forfeited and shall revert to the Company.
17. CAPITALISATION OF PROFITS
17.1 The Company in general meeting may upon the recommendation of the directors resolve that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts or the credit of the profit and loss account or otherwise available for distribution, and accordingly that such sum be set free for distribution amongst the members who would have been entitled thereto if distributed by way of dividend and in the same proportions on condition that the same be not paid in cash but be applied in issuing un-issued shares and debentures of the Company to be allotted and distributed to and amongst such members in the proportions aforesaid, and the directors shall give effect to such resolution.
17.2 Whenever such a resolution as aforesaid shall have been passed the director shall make all appropriations and applications of the undivided profits resolved to be capitilised thereby, and all allotments and issues of shares or debentures, if any, and generally shall do all acts and things required to give effect thereto, with full power of the directors to make such provisions by the issue of fractional certificates or by payment in cash or otherwise as they think fit in the case of
shares or debentures becoming distributable in fractions, and also to authorise any person to enter on behalf of all the members entitled thereto into an agreement with the Company providing for the allotment to them of any further shares or debentures to which they may be entitled upon such capitalisation, and any agreement made under such authority shall be effective and binding on all such members.
18. VOTING IN OTHER COMPANIES
All shares or debentures carrying voting rights in any other body corporate that are held from time to time by the Company may be voted at any and all meetings of shareholders or debenture holders (as the case may be) of such other body corporate and in such manner and by such person or persons as the directors of the Company shall from time to time determine. The duly authorised officers of the Company may for and on behalf of the Company from time to time:-
(a) execute and deliver proxies; and
(b) arrange for the issuance of voting certificates or other evidence of the right to vote;
in such names as they may determine without the necessity of a resolution or other action by the directors.
19. INFORMATION AVAILABLE TO SHAREHOLDERS
19.1 Except as provided by the Act, no shareholder shall be entitled to any information respecting any details or conduct of the Company's business which, in the opinion of the directors, it would be inexpedient
in the interests of the Company to communicate to the public.
19.2 The directors may from time to time, subject to rights conferred by the Act, determine whether and to what extent and at what time and place and under what conditions or regulations the documents, books and registers and accounting records of the Company or any of them shall be open to the inspection of shareholders and no shareholder shall have any right to inspect any document or book or register or accounting record of the Company except as conferred by statute or authorised by the directors. Provided however, that so long as it shall hold not less than forty percent (40%) of the issued share capital of the Company and subject to such information being kept in confidence, The Bank of Nova Scotia shall be entitled to require and receive all or any information concerning the business, trading or customers of the Company and also to inspection of all or any of the books, accounts, securities, papers, correspondence or documents of the Company for the purposes of supervising the manner in which the Company is carrying on its business and of ensuring that the Company is conforming with good banking practices.
20.1 Method of giving notice
Any notice or other document required by the Act, the Regulations, the articles or the by-laws to be sent to any shareholder, debentureholder, director or auditor may subject to paragraph 20.10 be delivered personally or sent by prepaid post or cable or telex or telefax to:-
(a) a shareholder or debentureholder at his latest address as shown
in the records of the Company or its transfer agent;
(b) a director at his latest address as shown in the records of the Company or in the latest notice filed under Sections 71 or 79 of the Act; and
(c) to the auditor at his business address.
With respect to every notice or other document sent by prepaid mail it shall be sufficient to prove that the envelope or wrapper containing the notice or other document was properly addressed and put into a post office or into a post office letter box.
20.2 Waiver of notice
Notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.
20.3 Undelivered notices
If a notice or document is sent to a shareholder or debentureholder by prepaid post in accordance with this paragraph and the notice or document is returned on three consecutive occasions because the shareholder or debenture holder cannot be found, it shall not be necessary to send any further notices or documents to the shareholder or debentureholder until he informs the Company in writing of his new address.
20.4 Shares and debentures registered in more than one name
All notices or other documents with respect to any shares or debentures registered in more than one name shall be given to whichever of such persons is named first in the records of the Company and any notice or other document so given shall be sufficient
notice or delivery to all the holders of such shares or debentures.
20.5 Persons becoming entitled by operation of law
Subject to Section 200 of the Act, every person who by operation of law, transfer or by any other means whatsoever becomes entitled to any share is bound by every notice or other document in respect of such share that, previous to his name and address being entered in the records of the Company, is duly given to the person from whom he derives his title to such share.
20.6 Deceased Shareholders
Subject to Section 200 of the Act, any notice or other document delivered or sent by prepaid mail, cable or telex or left at the address of any shareholder as the same appears in the records of the Company shall, notwithstanding that such shareholder is deceased, and whether or not the Company has notice of his death, be deemed to have been duly served in respect of the shares held by him (whether held solely or with any other person) until some other person is entered in his stead in the records of the Company as the holder or one of the holders thereof and such service shall for all purposes be deemed a sufficient service of such notice or document on his personal representatives and on all persons, if any, interested with him in such shares.
20.7 Signatures to notices
Subject to the Act, the signature of any director or officer of the Company to any notice or document to be given by the Company may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.
20.8 Computation of time
Where a notice extending over a number of days or other period is required under any provisions of the articles or the by-laws, the day of sending the notice shall, unless it is otherwise provided, be counted in such number of days or other period and the day for which the notice is given shall not be counted.
20.9 Proof of service
Where a notice referred to in Paragraph 20.1 hereof is delivered personally to the person to whom it is addressed or delivered to his address as mentioned in paragraph 20.1 hereof, service shall be deemed to be at the time of delivery of such notice.
20.9.1Where such notice is sent by post, service of the notice shall be deemed to be effected if within Trinidad and Tobago, forty eight (48) hours after posting if the notice was properly addressed and posted by prepaid mail or seven (7) days after posting as aforesaid, if outside Trinidad and Tobago.
20.9.2 Where the notice is sent by cable telex or telefax, service is deemed to be effected on the date on which the notice is so sent.
20.9.3A certificate of an officer of the Company in office at the time of the making of the certificate or of any transfer agent of shares of any class of the Company as to facts in relation to the delivery or sending of any notice shall, in the absence of evidence to the contrary, be conclusive evidence of those facts.
20.10 Offer of shares to non-resident shareholders
20.10:1 Any offer of shares to existing shareholders shall be in writing and shall be made to a holder of shares either personally or by sending it by post (that is the say, prepaying and posting a
letter containing the offer) to him or to his registered address or, if he has no registered address in Trinidad and Tobago, to the address in Trinidad and Tobago supplied by him to the Company for the giving of notice to him, and if sent by post, the offer is deemed to be made at the time at which the letter would be delivered in the ordinary course of post.
20.10:2 Where shares are held by two or more persons jointly, the offer may be made to the joint holder first named in the register of members in respect of the shares.
20.10:3 If the holder -
(a) has no registered address in Trinidad and Tobago and has not given to the Company an address in Trinidad and Tobago for the service of notices on him; or
(b) is the holder of a share warrant,
the offer may be made by causing a notice specifying where a copy of the offer can be obtained or inspected, to be published in a daily newspaper circulating in Trinidad and Tobago.
21. CHEQUES, DRAFTS AND NOTES
All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officers or persons and in such manner as the directors may from time to time designate by resolution.
22. EXECUTION OF INSTRUMENTS
22.1 Contracts, documents or instruments in writing requiring the signature of the Company may be signed by:
(a) The Chairman, the Deputy Chairman, the Managing Director, or any Deputy Managing Director; or
(b) Any other director together with the Secretary or Assistant Secretary,
and all contracts, documents and instruments in writing so signed shall be binding upon the Company without any further authorisation or formality. The directors shall have power from time to time by resolution to appoint any officers or persons on behalf of the Company to sign contracts, documents and instruments in writing generally, or to sign specific contracts, documents or instruments in writing.
22.2 The common and official seals of the Company may be affixed to contracts, documents and instruments in writing when authorised by the directors or by a committee of directors in that behalf and every instrument to which any of the seals shall be affixed shall be signed by a director and shall be countersigned by the Secretary or Assistant Secretary or by a second director.
22.3 Subject to Section 138 of the Act:
(a) The Chairman, the Deputy Chairman, the Managing Director, any Deputy Managing Director together with the Secretary; or
(b) Any two directors,
shall have authority to sign and execute (under seal of the Company or otherwise) all instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any shares, stocks, bonds, debentures, rights, warrants or other securities.
The signature of the Chairman, the Deputy Chairman, the Managing Director, any Deputy Managing Director, the Secretary or an Assistant Secretary or any director of the Company or of any officer or person, appointed pursuant to Paragraph 22 hereof by resolution of the directors may, if specifically authorised by resolution of the directors, be printed, engraved, lithographed or otherwise mechanically reproduced upon any certificate for shares in the Company or any contract, document or instrument in writing, bond, debenture or other security of the Company executed or issued by or on behalf of the Company. Any document or instrument in writing on which the signature of any such officer, director or person is so reproduced shall be deemed to have been manually signed by such officer, director or person, whose signature is so reproduced and shall be as valid to all intents and purposes as if such document or instrument in writing had been signed manually and notwithstanding that the officer, director or person whose signature is so reproduced has ceased to hold office at the date on which such document or instrument in writing is delivered or issued.
24. FINANCIAL YEAR
The directors may from time to time by resolution establish the financial year of the Company. In the absence of such resolution, the financial year of the Company shall end on October 31.
The appointment, duties and termination of auditors shall be governed by Section 158 to 174 inclusive of the Act.
The directors shall cause proper books of accounts to be kept:-
(a) of the assets and liabilities of the Company;
(b) of all sums of money received and expended by the Company, and the matters in respect of which such receipts and expenditure take place;
(c) of all sales and purchases of goods by the Company;
as are necessary to give a true and fair view of the Company’s affairs and to explain its transactions. The books of account shall be kept at the Registered Office, or subject to Section 187(2) of the Act, or at such other place as the directors shall think fit, and shall always be open to the inspection of the directors.
27. WINDING UP
If the Company shall be wound up the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Act, divide amongst the members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purposes set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. The liquidator may with the like sanction vest the whole or any part of such assets in trustees upon such trusts for the benefit of the
contributories as the liquidator, with the like sanction, shall think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.
Dated this 18th day of December, 2020.