Banro Corporation's Board of Directors and management are committed to the highest standards of corporate governance and monitor changing rules, regulations and best practices on a continuing basis. The Company's business and operating principles are stated in the Business Conduct Policy, which is applicable to all directors, officers and employees. The Policy establishes a common set of expectations and standards for the Company and its people with respect to ethical business practices, international business, personal conduct, health, safety & environment, and disclosure of information. For further information, please download the Business Conduct Policy (PDF).
Committees of the Board include an Audit Committee and a Compensation and Nominating Committee. The mandate of the Audit Committee is consistent with best practices. For further information, please download the Audit Committee Charter (PDF).
The Board has enacted a whistler-blower policy to protect employees who report violations of law, regulations or corporate policy and to ensure that their concerns are acted upon as appropriate. For further information, please download the Whistle-Blower Policy (PDF).
U.S. Corporate Governance Matters
The Corporation's common shares are listed on the NYSE MKT (the "NYSE MKT"). The NYSE MKT LLC Company Guide permits the NYSE MKT to consider the laws, customs and practices of foreign issuers in relaxing certain NYSE MKT listing criteria, and to grant exemptions from NYSE MKT listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description of the significant ways in which the Corporation's governance practices differ from those followed by U.S. domestic companies pursuant to NYSE MKT standards is as follows:
Shareholder Meeting Quorum Requirement
NYSE MKT minimum quorum requirement for a shareholder meeting is one-third of the outstanding shares of common stock. In addition, a company listed on NYSE MKT is required to state its quorum requirement in its by-law. The Corporation's quorum requirement is set forth in its by-law, which provides that a quorum for the transaction of business at any meeting of shareholders shall be two persons entitled to vote thereat present in person or represented by proxy.
Proxy Delivery Requirement
NYSE MKT requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies be solicited pursuant to a proxy statement that conforms to the proxy rules of the U.S. Securities and Exchange Commission. The Corporation is a "foreign private issuer" as defined in Rule 3b-4 under the U.S. Securities Exchange Act of 1934, as amended, (the "Exchange Act") and the equity securities of the Corporation are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Exchange Act. The Corporation solicits proxies in accordance with applicable rules and regulations in Canada.
Shareholder Approval Requirements
YSE MKT requires a listed company to obtain the approval of its shareholders for certain types of securities issuances, including private placements that may result in the issuance of common shares (or securities convertible into common shares) equal to 20% or more of presently outstanding shares for less than the greater of book or market value of the shares. In general, the rules of the Toronto Stock Exchange are similar, but there are some differences including the threshold for shareholder approval set at greater than 25% of outstanding shares. The Corporation will seek a waiver from NYSE MKT's shareholder approval requirements in circumstances where the securities issuance does not trigger such a requirement under the rules of the Toronto Stock Exchange.
NYSE MKT requires that director nominations must be either selected or recommended to the Board by either a nominating committee or a the majority of independent directors. In addition, the NYSE MKT requires a formal written charter or board resolution addressing the nominations process. Under the federal laws of Canada, the rules of the TSX and Ontario securities laws, Banro's director nominations are not required to be selected or recommended to the Board by either a nominating committee or a majority of independent directors and Banro is not required to adopt a formal written charter or board resolution addressing the nominations process.