International General Insurance Holdings Ltd. Notice of 2023 Annual General Meeting of Shareholders, Information Circular and Form of Proxy Card – Form 6-K
Dear Shareholder,
On behalf of the Board of Directors, it is my pleasure to extend to you an invitation to attend the virtual 2023 Annual General Meeting of shareholders of
Due to the continued public health impact of the coronavirus (COVID-19) and to support the health and well-being of our shareholders and their families, our Board of Directors has decided to hold a virtual Annual General Meeting via live webcast.
The Notice of Annual General Meeting and Information Circular describes the business to be transacted at the Annual General Meeting and provides other information concerning IGI. We are holding the Annual General Meeting for the following purposes, which are more fully described in the attached Information Circular:
| 1. | To elect one Class III director nominated by our Board of Directors to hold office until the 2026 Annual General Meeting or until his successor has been elected or appointed or his office is vacated in accordance with the Amended and Restated Bye-laws of the Company; |
| 2. | To approve the re-appointment of |
| 3. | To receive the audited annual consolidated financial statements of the Company for the fiscal year ended |
| 4. | To transact such other business as may properly come before the meeting. |
The Board of Directors unanimously recommends that shareholders vote "for" the above proposals nos. 1 and 2. Item nos. 3 and 4 do not require a vote of the shareholders.
Your vote is important. Whether or not you plan to virtually attend the Annual General Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the Information Circular for the virtual Annual General Meeting. In order to ensure that your shares will be voted in accordance with your wishes and that the presence of a quorum at the 2023 Annual General Meeting may be assured, please promptly complete, sign, date and promptly submit your proxy card which will be available by requesting a paper copy of the proxy materials as provided in the instructions set forth on the Notice of Annual General Meeting and Online Availability of Proxy Materials. The proxy card must be properly dated, signed and submitted in order to be counted. You can submit your proxy to vote your shares via the Internet, by telephone, via a mobile device or by mail as provided in the instructions set forth on the Notice of Annual General Meeting and Online Availability of Proxy Materials or proxy card. If you decide to attend the meeting, you will be able to revoke your proxy and vote at the meeting. Any signed proxy submitted and not completed will be voted by management in favor of all proposals presented in the Information Circular.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL GENERAL MEETING TO BE HELD ON
Sincerely,
| /s/ |
|
| Chairman of the Board of Directors |
2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE OF ANNUAL GENERAL MEETING AND INFORMATION CIRCULAR
TABLE OF CONTENTS
| Notice of Annual General Meeting of Shareholders | 1 |
| Questions and Answers about the Annual General Meeting | 3 |
| Information Concerning Solicitation and Voting | 8 |
| Principal Securityholders | 10 |
| Proposal No. 1 Election of Director | 12 |
| Information About the Director Nominee | 13 |
| Information About Directors Continuing in Office | 14 |
| Board Structure and Governance | 17 |
| Proposal No. 2 Approval of the Re-appointment of |
20 |
| Proposal No. 3 Presentation of IGI's Financial Statements | 21 |
| Nomination of Directors | 22 |
| Other Matters | 23 |
-i-
Notice of Annual General Meeting of Shareholders
To our shareholders:
Notice is hereby given that the 2023 Annual General Meeting of shareholders of
| Time and Date | ||
| Place |
Virtual meeting only You may attend the Annual General Meeting and vote your shares electronically during the meeting via live audio webcast by visiting https://www.cstproxy.com/igi/2023. You will need the control number that is printed on your Notice of Annual General Meeting and Online Availability of Proxy Materials ("Proxy Materials Notice") or your proxy card to enter the Annual General Meeting. |
|
| Items of Business |
(1) To elect one Class III director to IGI's Board of Directors for a term of three years. (2) To approve the re-appointment of (3) To receive the audited annual consolidated financial statements of the Company for the fiscal year ended (4) To transact such other business as may properly come before the meeting. |
|
| Adjournments and Postponements | Any action on the items of business described above may be considered at the Annual General Meeting at the time and on the date specified above or at any time and date to which the Annual General Meeting may be properly adjourned or postponed. | |
| Record Date | The record date for the Annual General Meeting is |
|
| Voting | Your vote is important. Whether or not you plan to virtually attend the Annual General Meeting, we urge you to vote and submit your proxy in advance of the meeting. In order to ensure that your shares will be voted in accordance with your wishes and that the presence of a quorum at the 2023 Annual General Meeting may be assured, please promptly complete, sign, date and promptly submit your proxy card which will be available by requesting a paper copy of the proxy materials as provided in the instructions set forth on the Proxy Materials Notice. The proxy card must be properly dated, signed and submitted in order to be counted. You can submit your proxy to vote your shares via the Internet, by telephone, via a mobile device or by mail as provided in the instructions set forth on the Proxy Materials Notice or proxy card. Following submission of your signed proxy, you may revoke your signed proxy at any time before it is voted by following the procedures specified in the Information Circular. |
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By Order of the Board of Directors
| /s/ |
|
| Chief Legal and Compliance Officer |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL GENERAL MEETING TO BE HELD ON
If you would like to receive a paper copy of these documents, you must request one. There is no charge for such documents to be mailed to you. Please make your request for a paper copy as instructed below on or before
REQUESTING A PAPER COPY OF THE PROXY MATERIALS
By telephone please call 1-888-266-6791, or
By logging on to https://www.cstproxy.com/igi/2023 or
By email at: [email protected]
Please include the company name and your control number in the subject line.
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Questions and Answers about the Annual General Meeting
The following are some questions that you, as a shareholder of
| Q: | Who is soliciting my vote? |
| A: | The board of directors of IGI (the "Board") is soliciting proxies to vote common shares, par value |
| Q: | What items of business will be voted on at the Annual General Meeting? |
| A: | The items of business scheduled to be voted on at the Annual General Meeting are: |
| ● | The election of one Class III director to IGI's Board for a term of three years; |
| ● | The approval of the re-appointment of |
| ● | such other business as may properly come before the meeting. |
The audited financial statements of the Company for the fiscal year ended
| Q: | How does the Board recommend that I vote? |
| A: | The Board recommends that you vote your shares "FOR" each of the proposals. |
| Q: | What shares can I vote? |
| A: | Each of IGI's Common Shares issued and outstanding as of the close of business on |
You may vote all shares owned by you as of the Record Date for the Annual General Meeting, including (1) shares held directly in your name as the shareholder of record, and (2) shares held for you as the beneficial owner through a broker, trustee or other nominee such as a bank.
| Q: | What is the difference between holding shares as a shareholder of record and as a beneficial owner? |
| A: | Voting procedures vary between record holders of shares and beneficial owners of shares. |
Shareholder of Record
If your shares are registered directly in your name with IGI's transfer agent, Continental, you are considered, with respect to those shares, the shareholder of record, and a Proxy Materials Notice is being sent directly to you by IGI. As the shareholder of record, you have the right to grant your voting proxy directly to IGI management or to vote in person at the meeting. A proxy card will be available for your use by requesting a copy of proxy materials.
Beneficial Owner
If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in street name and a Proxy Materials Notice is being forwarded to you together with voting instructions. As the beneficial owner, you have the right to direct your broker, trustee or nominee how to vote and are also invited to attend the Annual General Meeting.
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Since a beneficial owner is not the shareholder of record, you may not vote these shares at the virtual meeting unless you obtain a "legal proxy" from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting. Your broker, trustee or nominee should have provided voting instructions for you to use in directing the broker, trustee or nominee how to vote your shares.
| Q: | How can I attend the Annual General Meeting? |
| A: | You are entitled to attend the virtual Annual General Meeting only if you were an IGI shareholder as of the close of business on |
| Q: | How can I submit questions for the Annual General Meeting? |
| A: | Shareholders may submit questions until |
| Q: | What if during the check-in time or during the Annual General Meeting I have technical difficulties or trouble accessing the virtual meeting website? |
| A: | Beginning 60 minutes prior to the start of and during the virtual Annual General Meeting, we will have technicians ready to assist shareholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number provided in our Rules of Conduct for the Annual General Meeting (available on our website at www.iginsure.com). |
| Q: | How can I vote my shares? |
| A: | For each of the proposals you may vote "For" or "Against" or abstain from voting. |
Shareholder of Record: Shares Registered in Your Name
If you are a shareholder of record as of
To vote using the proxy card, simply complete, sign and date the proxy card and submit it promptly in accordance with the instructions therein. If you submit your signed proxy card to us before the Annual General Meeting, we will vote your shares as you direct. Your proxy card must be received by
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To vote over the telephone, please dial +1 866-894-0536 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the control number from your Proxy Materials Notice or your proxy card. Your telephone vote must be received by
To vote through the Internet during the virtual Annual General Meeting, please visit https://www.cstproxy.com/igi/2023 and have available the control number included on your Proxy Materials Notice or your proxy card.
To vote through the Internet before the Annual General Meeting, go to https://www.cstproxy.com/igi/2023 to complete an electronic proxy card. You will be asked to provide the control number from your Proxy Materials Notice or your proxy card. Your internet vote must be received by
To vote via a mobile device, on your smartphone/tablet, open the QR Reader and scan the image in the Proxy Materials Notice or the proxy card. Once the voting site is displayed, enter the 12-digit control number included on your Proxy Materials Notice or your proxy card and vote your shares. Your mobile vote must be received by
Beneficial Owner: Shares Registered in the
If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received the Proxy Materials Notice from that organization rather than from IGI. Simply follow the instructions in the Proxy Materials Notice to ensure that your vote is counted. Alternatively, you may vote by telephone as instructed by your broker or bank.
| Q: | Can I change my vote? |
| A: | You may change your vote at any time prior to the vote at the Annual General Meeting. If you are the shareholder of record, you may change your vote by granting a new proxy bearing a later date (which automatically revokes the earlier proxy) by providing a written notice of revocation to IGI's Chief Legal and Compliance Officer by mail, which must be received by |
| Q: | Is my vote confidential? |
| A: | Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within IGI or to third parties, except (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote and (3) to facilitate a successful proxy solicitation. Occasionally, shareholders provide written comments on their proxy card, which are then forwarded to IGI management. |
| Q: | How many shares must be present or represented to conduct business at the Annual General Meeting? |
| A: | A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present if two or more shareholders holding at least a majority of the voting power of the issued and outstanding shares entitled to vote are present at the meeting in person or represented by proxy. On the record date, there were 46,635,100 Common Shares issued and outstanding and entitled to vote. Thus, Common Shares representing 23,317,551 votes must be present in person or represented by proxy at the meeting to have a quorum. |
Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement.
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| Q: | How are votes counted? |
| A: | For each item of business, you may vote "FOR," "AGAINST" or "ABSTAIN." If you "ABSTAIN," your abstention is not considered a vote for the purposes of the proposals and therefore has no effect on the adoption of any of the proposals. |
If you provide specific instructions for a given item, your shares will be voted as you instruct on such item. If you sign your proxy card or voting instruction card without giving specific instructions, your shares will be voted in accordance with the recommendations of the Board ("FOR" IGI's nominee to the Board, "FOR" the re-appointment of our independent auditor and authorization for the Board to fix their remuneration, and in the discretion of the proxyholders on any other matters that properly come before the meeting).
If you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may constitute "broker non-votes." Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the meeting, assuming that a quorum is obtained.
| Q: | What is the voting requirement to approve each of the proposals? |
| A: | Proposals 1 and 2 require the affirmative "FOR" vote of a majority of votes cast. |
| Q: | Is cumulative voting permitted for the election of directors? |
| A: | No. IGI does not allow you to cumulate your vote in the election of directors. For all matters proposed for shareholder action at the Annual General Meeting, each Common Share issued and outstanding as of the close of business on the record date is entitled to one vote. |
| Q: | What happens if additional matters are presented at the Annual General Meeting? |
| A: | Other than the items of business described in this Information Circular, we are not aware of any business to be acted upon at the Annual General Meeting. If you grant a proxy, the persons named as proxyholders, |
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| Q: | Why did I receive a Proxy Materials Notice in the mail regarding notice of the Annual General Meeting and the Internet availability of proxy materials instead of a full set of proxy materials? |
| A: | As permitted under |
If you would like to receive a paper copy of the proxy materials, you must request one. There is no charge for such documents to be mailed to you. Please make your request for a paper copy as instructed below on or before
By telephone please call 1-888-266-6791, or
By logging on to https://www.cstproxy.com/igi/2023 or
By email at: [email protected]
Please include the company name and your control number in the subject line. The Company shall provide paper copies of the requested documents to you within seven days of receipt of your request.
| Q: | Who will bear the cost of soliciting votes for the Annual General Meeting? |
| A: | IGI is making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing and distributing the Proxy Materials Notice and soliciting votes. In addition to the mailing of the Proxy Materials Notice, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. Upon request, we will reimburse brokerage houses and other custodians, nominees and fiduciaries for forwarding proxy and solicitation materials to shareholders. |
| Q: | Where can I find the voting results of the Annual General Meeting? |
| A: | We intend to publish final voting results in a report on Form 6-K filed with the |
| Q: | Where can I find additional information relating to the Annual General Meeting? |
| A: | Our Rules of Conduct for the Annual General Meeting are available on our website at www.iginsure.com. |
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Information Concerning Solicitation and Voting
General
IGI's Board is soliciting proxies for use at the Company's Annual General Meeting of shareholders (the "Shareholders") to be held virtually via live webcast on
Voting Rights and Outstanding Shares
On
The Common Shares represented by proxy will be voted in accordance with the instructions given on the proxy if the proxy is properly executed and is received by the Company prior to the close of voting at the Annual General Meeting or any adjournment or postponement thereof. Any signed proxies submitted without instructions will be voted "FOR" the proposals set forth on the Notice of Meeting.
Methods of Voting
The procedures for voting differ depending on whether or not you are a shareholder of record or a beneficial owner of the shares.
Shareholder of Record: Shares Registered in Your Name
If you are a shareholder of record as of
In order to vote using the proxy card, simply complete, sign and date the proxy card which will be available by requesting a paper copy of the proxy materials as provided in the instructions set forth on the Proxy Materials Notice and submit the proxy card promptly in accordance with the instructions therein. If you submit your signed proxy card to us before the Annual General Meeting, we will vote your shares as you direct. Your proxy card must be received by
To vote over the telephone, please dial +1 866-894-0536 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the control number from the Proxy Materials Notice or the proxy card. Your telephone vote must be received by
To vote through the Internet during the virtual Annual General Meeting, please visit https://www.cstproxy.com/igi/2023 and have available the control number included in the Proxy Materials Notice or the proxy card.
To vote through the Internet before the Annual General Meeting, go to https://www.cstproxy.com/igi/2023 to complete an electronic proxy card. You will be asked to provide the control number from the Proxy Materials Notice or the proxy card. Your internet vote must be received by
To vote via a mobile device, on your smartphone/tablet, open the QR Reader and scan the image in the Proxy Materials Notice or the proxy card. Once the voting site is displayed, enter the 12-digit control number included on your Proxy Materials Notice or your proxy card and vote your shares. Your mobile vote must be received by
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Beneficial Owner: Shares Registered in the
If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in street name and these proxy materials are being forwarded to you together with voting instructions. As the beneficial owner, you have the right to direct your broker, trustee or nominee how to vote and are also invited to attend the Annual General Meeting.
Since a beneficial owner is not the shareholder of record, you may not vote these shares at the virtual meeting unless you obtain a "legal proxy" from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting. Your broker, trustee or nominee should have provided voting instructions for you to use in directing the broker, trustee or nominee how to vote your shares.
Revocability of Proxies
You may change your vote at any time prior to the vote at the Annual General Meeting. If you are the shareholder of record, you may change your vote by granting a new proxy bearing a later date (which automatically revokes the earlier proxy) by providing a written notice of revocation to IGI's Chief Legal and Compliance Officer by mail, which must be received by
Solicitation
The cost of preparing and soliciting proxies will be borne by the Company. Solicitation will be made primarily by mail and the Internet, but Shareholders may be solicited by telephone, e-mail, or personal contact.
Electronic Delivery
For Shareholders who hold their shares through a bank or brokerage account, instead of receiving future copies of the Proxy Materials Notice by mail, Shareholders can elect to receive an e-mail that will contain the Proxy Materials Notice. Opting to receive your Proxy Materials Notice online will save the Company the cost of producing and mailing the Proxy Materials Notice to your home or business.
2022 Annual Report
IGI's 2022 Annual Report on Form 20-F, which includes the audited consolidated financial statements for the year ended
P.O. Box 941428,
Attention: Investor Relations
Telephone: 44 (0) 2072 204937
Email: [email protected]
IGI will also furnish any exhibit to the Form 20-F, if specifically requested.
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Principal Securityholders
The following table sets forth information regarding beneficial ownership of IGI's Common Shares based on 46,635,100 Common Shares issued and outstanding as of
| ● | each person known by us to be the beneficial owner of more than 5% of our issued and outstanding Common Shares; |
| ● | each of our executive officers and directors; and |
| ● | all our executive officers and directors as a group. |
The information provided in the table is based on information filed with the
Except as indicated by the footnotes below, we believe that the persons named below have sole voting and dispositive power with respect to all Common Shares that they beneficially own. The Common Shares owned by the persons named below have the same voting rights as the Common Shares owned by our other shareholders. We believe that, as of
Unless otherwise indicated, the business address of each beneficial owner listed in the tables below is
Beneficial Ownership Table
| Number of Common Shares Beneficially Owned |
Percentage of Issued and Outstanding Common Shares(1) |
|||||||
| Directors and Executive Officers | ||||||||
| 18,373,211 | 36.3 | % | ||||||
| 500,548 | * | |||||||
| 367,856 | * | |||||||
| 75,000 | * | |||||||
| 80,000 | * | |||||||
| 2,585,886 | 5.5 | % | ||||||
| 587,017 | 1.3 | % | ||||||
| David Anthony | * | * | ||||||
| * | * | |||||||
| * | * | |||||||
| All directors and executive officers as a group (ten individuals) | 22,569,518 | 44.6 | % | |||||
| Five Percent or Greater Shareholders | ||||||||
| 9,575,138 | 20.5 | % | ||||||
| 3,390,532 | 7.3 | % | ||||||
| 3,300,000 | 7.1 | % | ||||||
| 3,241,571 | 7.0 | % | ||||||
| 3,209,067 | 6.8 | % |
| * | Less than 1% |
| (1) | Based on 46,635,100 common shares of the Company issued and outstanding as of |
| (2) |
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| (3) |
| (4) |
| (5) | Includes 43,333 unvested restricted shares, with respect to which he has voting rights. |
| (6) | Includes 51,667 unvested restricted shares, with respect to which he has voting rights. |
| (7) |
| (8) | The 587,017 common shares beneficially owned by |
| (9) | Based on a Schedule 13D/A filed with the |
| (10) | According to a Schedule 13G filed with the |
| (11) | The business address of |
| (12) | According to a Schedule 13G/A filed with the |
| (13) | According to a Schedule 13G/A filed with the |
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Proposal No. 1
Election of Director
IGI's Board currently consists of seven directors divided into three classes: Class I, Class II and Class III. The number of directors in each class is required to be as nearly equal as possible. At the 2023 Annual General Meeting, shareholders are being asked to elect one Class III director (
Information regarding the business experience of the nominee is provided below.
If you sign your proxy or voting instruction card or otherwise submit a proxy but do not give instructions for the voting of directors, your shares will be voted "FOR" the person recommended by the Board. If you wish to give specific instructions for the voting of directors, you may do so by indicating your instructions on your proxy, proxy card or voting instruction card.
The person receiving the highest number of "FOR" votes represented by IGI's Common Shares, present in person or represented by proxy and entitled to be voted at the Annual General Meeting will be elected.
The nominee was recommended by the Board, and the Board expects that the nominee will be available to serve as director. If for any unforeseen reason the Board's nominee is not available as a candidate for director, the proxyholders,
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Information About the Director Nominee
Class III Director (new term to expire in 2026)
Age 63 Independent Director |
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Information About Directors Continuing in Office
Class I Directors (terms expire in 2024)
Age 77 Independent Director |
|
| David Anthony Director since 2020 Age 69 Independent Director |
David Anthony has served as a Director since |
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Class II Directors (terms expire in 2025)
Age 50 Independent Director |
|
Director since 2020 Age 42 Independent Director |
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Class III Directors (terms expire in 2026)
Age 80 |
|
Age 47 |
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Board Structure and Governance
Classification of Directors
Our Board is comprised of seven directors. Our Amended and Restated Bye-laws provide that our Board is divided into three classes designated as Class I, Class II and Class III with as nearly equal a number of directors in each group as possible. The Class I Directors were initially elected for a one-year term of office, the Class II Directors were initially elected for a two year term of office and the Class III Directors were initially elected for a three-year term of office. At each annual general meeting, successors to the class of directors whose term expires at that annual general meeting shall be elected for a three-year term. A director will hold office until the annual general meeting for the year in which his or her term expires, subject to his or her office being vacated in accordance with our Amended and Restated Bye-laws.
David Anthony and
The directors are elected with a plurality of the votes cast by the shareholders and there is no cumulative voting for elections of directors, provided that (1) for so long as
Board Independence
As a foreign private issuer, we are not required to have a majority of independent directors. However, five out of seven members of our Board - David Anthony,
Committees of the Board of Directors
Our Board has established three standing committees: the audit committee, the compensation committee and the nominating/governance committee. The membership of each of the committees as of the date hereof, and the number of meetings of each committee held during 2022, are as follows:
| Audit | Nominating/ Governance |
Compensation | ||||||||||
| Non-Employee Directors: | ||||||||||||
| David Anthony | X | X | * | |||||||||
| X | ||||||||||||
| X | X | * | ||||||||||
| X | * | |||||||||||
| X | ||||||||||||
| Employee Directors: | ||||||||||||
| X | X | |||||||||||
| Number of Meetings in 2022 | 6 | 4 | 5 |
X = Committee Member
* = Committee Chair
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Audit Committee
The members of IGI's audit committee are David Anthony,
The audit committee is responsible for the appointment, compensation, retention and oversight of the auditors, review of the results and scope of the audit and other accounting related services and review of our accounting practices and systems of internal accounting and disclosure controls. The audit committee pre-approves auditing services and permitted non-audit services to be performed for the Company by the independent auditor. The audit committee also reviews the independence and quality control procedures of the auditors and the experience and qualifications of the auditor's senior personnel that are providing audit services to the Company. The audit committee's duties include meeting with management and the auditors in connection with the annual audit, overseeing the internal auditor or internal audit function, and reviewing with management the risk assessment and risk management policies of the company and the voluntary earnings press releases.
The audit committee may delegate to the chair of the audit committee, any of the members of the audit committee, or any subcommittee, the responsibility and authority for any particular matter within its powers and authority. However, subcommittees do not have the authority to engage independent legal counsel, accounting experts or other advisors unless expressly granted such authority by the audit committee.
Nominating/Governance Committee
As a foreign private issuer, the Company is not required to have a nominating/governance committee or a nominating/governance committee composed entirely of independent directors. However, IGI's board of directors has a nominating/governance committee with a majority of independent directors. The members of the nominating/governance committee are
Compensation Committee
As a foreign private issuer, the Company is not required to have a compensation committee or a compensation committee consisting only of independent directors. However, our board of directors has a compensation committee with a majority of independent directors. The members of the Compensation Committee are
The Company has adopted a compensation committee charter which sets forth the requirements for compensation committee members and the responsibilities of the compensation committee. The 2020 Omnibus Incentive Plan of the Company is administered by the full board of directors. The purpose of the compensation committee is to review, evaluate and approve compensation paid to our officers and directors. The compensation committee will review director compensation and make recommendations to the board of directors regarding the form and amount of director compensation.
Codes of Conduct
The Company has adopted a Corporate Code of Business Conduct and Ethics applicable to all of its directors, officers and employees. The Code of Business Conduct and Ethics covers, among other things, conflicts of interest, company books and records, use of company property, payments of gifts, corporate opportunities, compliance, extension of credit to officers and directors, confidentiality and employee relations.
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The Company has also adopted a Financial Code of Ethics applicable to the Chief Executive Officer, Chief Financial Officer, Senior Vice President - Finance, Controller and certain other officers performing similar functions. The Financial Code of Ethics provides that each officer must act ethically with honesty and integrity (including ethical handling of conflicts of interest), provide full and accurate disclosure in
Approval of Certain Transactions
Our Amended and Restated Bye-laws provide that the board of directors may approve the following transactions only if each Jabsheh Director then in office votes in favor of such transactions:
| ● | sell or dispose of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis; |
| ● | enter into any transaction in which one or more third parties acquire or acquires 25% or more of the Company's common shares; |
| ● | enter into any merger, consolidation, or amalgamation with an aggregate value equal to or greater than |
| ● | alter the size of the board of directors; |
| ● | incur debt in an amount of |
| ● | issue common shares (or securities convertible into common shares) in an amount equal to or greater than 10% of the then issued and outstanding common shares of the Company. |
Board Leadership
We believe that
We believe that the separation of the roles of Chairman and Chief Executive Officer between
Vote Required
Approval of the election of
Our Board unanimously recommends a vote FOR the approval of the election of
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Proposal No. 2
Approval of the Re-appointment of
TO ACT AS OUR INDEPENDENT AUDITOR FOR THE
FISCAL YEAR ENDING
At the Annual General Meeting, shareholders will be asked to approve the re-appointment of
Principal Auditor Fees
Our principal accountant since
| Fees (in thousands of |
2021 | 2022 | ||||||
| Audit Fees | $ | 1,527 | $ | 1,639 | ||||
| Audit-Related Fees | - | - | ||||||
| Tax Fees | 5 | 5 | ||||||
| All Other Fees | 69 | 69 | ||||||
| Total | $ | 1,601 | $ | 1,713 |
The audit committee has the authority to pre-approve audit-related and permitted non-audit services to be performed by our independent auditor and associated fees. Engagements for proposed services either may be separately pre-approved by the audit committee or entered into pursuant to detailed pre-approval policies and procedures established by the audit committee, as long as the audit committee is informed on a timely basis of any engagement entered into on that basis. The audit committee separately pre-approved all engagements and fees paid to our principal accountants in 2021 and 2022.
Vote Required
Adoption of Proposal No. 2 requires the affirmative vote of a majority of the votes cast at the Annual General Meeting.
Our Board unanimously recommends a vote FOR the approval of the re-appointment of
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Proposal No. 3
Presentation of IGI's Financial Statements
You can find the Company's audited financial statements for the year ended
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Nomination of Directors
The directors are elected by the shareholders, except in the case of a casual vacancy, at an annual general meeting or at any special general meeting called for that purpose, subject to the following provisions:
| (a) | for so long as |
| (b) | for so long as |
| (c) | all directors, except any Jabsheh Directors, shall be elected by the shareholders in accordance with Bye-law 36. |
Only persons who are proposed or nominated in accordance with the Amended and Restated Bye-laws shall be eligible for election as directors pursuant to Bye-law 36.1(c). Any Eligible Member (as defined below) or the Board may propose any person for election as a director pursuant to Bye-law 36.1(c). Where any person, other than a director retiring at the meeting or a person proposed for re-election or election as a director by the Board, is to be proposed for election as a director, notice must be given to the Company of the intention to propose him and of his willingness to serve as a director. Where a director is to be elected pursuant to Bye-law 36.1(c):
| (a) | at an annual general meeting, such notice must be given not less than ninety (90) days nor more than one hundred and twenty (120) days before the anniversary of the last annual general meeting or, in the event the annual general meeting is called for a date that is not thirty (30) days before or after such anniversary, the notice must be given not later than ten (10) days following the earlier of the date on which notice of the annual general meeting was posted to shareholders or the date on which public disclosure of the date of the annual general meeting was made; and |
| (b) | at a special general meeting, such notice must be given not later than ten (10) days following the earlier of the date on which notice of the special general meeting was posted to shareholders or the date on which public disclosure of the date of the special general meeting was made. |
Where persons are validly proposed for re-election or election as a director pursuant to Bye-law 36.1(c), the persons receiving the most votes (up to the number of directors to be elected) shall be elected as directors, and an absolute majority of the votes cast shall not be a prerequisite to the election of such directors.
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To be in proper written form, a shareholder's notice to the Company proposing any person for election as a director pursuant to Bye-law 36.3, must set forth (a) as to each person whom the shareholder proposes to nominate for election as a director (i) the name, age, business address and residential address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of the Company which are owned beneficially or of record by the person, (iv) a reasonably detailed description of any compensatory, payment or other financial agreement, arrangement or understanding that such person has with any other person or entity other than the Company including the amount of any payment or payments received or receivable thereunder, in each case in connection with candidacy or service as a director of the Company and (v) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to applicable laws or regulations or that the Company may reasonably request in order to determine the eligibility of the person to be a director (including, without limitation, pursuant to Section 14 of the
An "Eligible Member" is any shareholder holding not less than 5% of the issued and outstanding share capital of the Company who has held such amount for at least three years following the date of adoption of the Amended and Restated Bye-laws.
Other Matters
Our Board is currently unaware of any other matters to come before the Annual General Meeting other than as set forth in the accompanying Notice of Annual General Meeting and as more specifically described in this Information Circular. Each Common Share represented by a properly executed proxy which is submitted and not revoked will be voted in accordance with the proxyholder's best judgment as to any other business as may properly come before the Annual General Meeting.
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Attachments
Disclaimer
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