BLADEX, INC.
For the period ended Dec 31, 2024. Filed Mar 28, 2025.
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Dec 31, 2024 · Filed Mar 28, 2025
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Contents
Director Nomination Process
As a financial entity regulated by applicable corporate and banking laws and regulations of the Republic of Panama and by the laws and regulations applicable to foreign private issuers listed on the New York Stock Exchange and registered with the Securities and Exchange Commission, Bladex considers critical to have in place and regularly review and strengthen a clear and transparent process for the search, identification, evaluation and application process of persons who wish to become directors of the bank. The purpose of this process is to ensure high standards of corporate governance and have a board of directors comprised of individuals who have the preparation, knowledge, experience, diversity, values and commitment necessary to carry out their duties and responsibilities.
The selection and nomination process for directors of the bank is led by the Nomination, Compensation and Operations Committee (the “NC&O Committee”) in coordination with the chairman of the board of directors and the other members of the board (nonetheless, the board of directors may alternatively constitute for specific instances an ad-hoc committee to substitute the NC&O Committee for the purpose of evaluating the eligibility requirements of candidates or coordinating the selection and nomination process). In any case, the NC&O Committee or the ad-hoc committee, as applicable, will regularly evaluate and recommend to the board of directors, for its final approval, the eligibility requirements that the candidates for the position of directors of the board of directors of the bank must meet, as well as the selection and nomination process.
The current eligibility requirements are based on several criteria, including (1) the personal aptitudes of the candidates, (2) professional background and experience, and (3) other basic requirements (e.g. minimum age, university degree, etc.). Furthermore, these basic eligibility requirements are supplemented by regulatory eligibility requirements which are consistent with, and are aimed at ensuring that Bladex complies with, applicable requirements of the New York Stock Exchange and the Superintendency of Banks of Panama, including certain independence and “no incompatibility” requirements.
The NC&O Committee is responsible for screening and recommending the nomination of director candidates to the Board.
When searching for new directors, the NC&O Committee actively seeks out diverse candidates to include in the pool from which Board nominees are chosen. When identifying and evaluating potential director nominees, including current members of the Board who are eligible for re-election, the NC&O Committee seeks a balance of knowledge, experience, and capability on the Board and may consider the following:
Ethics, integrity and adherence to our values;
Qualities such as character, business judgment, independence, relationships, professional experience, length of service, and the like;
Commitment to enhancing long-term stockholder value;
Diversity of backgrounds, which is construed broadly to include differences of viewpoint, age, skill, gender, race, ethnicity, and other individual characteristics;
Knowledge or relevant experience regarding the operations or risks inherent in banking activities;
Demonstrated track record of integrity, competence, diligence and practical understanding of the business environment;
Sufficiency of time to carry out their Board and committee duties; and
Other factors, including conflicts of interest or competitive issues.
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