25 unchanged sentences
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: Information required by this item with respect to our Directors and the nomination process is contained in the proxy statement for our 2022 Annual Meeting of Shareholders to be filed with the SEC (the “Proxy Statement”) under the heading “Proposal 1 - Election of Group I Directors” and is incorporated by reference in this Annual Report.
−Removed: Information required by this item with respect to our Executive Officers is set forth in the Proxy Statement under the heading “Executive Officers.”
−Removed: Information required by this item with respect to our audit committee and our audit committee financial expert is contained in the Proxy Statement under the heading “Proposal 1 - Election of Group I Directors - Committees of the Board of Directors - Audit Committee” and is incorporated by reference in this Annual Report.
−Removed: Information required by this item with respect to compliance with Section 16(a) of the Exchange Act is contained in the Proxy Statement under the heading “Executive Compensation - Delinquent Section 16(a) Reports” and is incorporated by reference in this Annual Report.
+Added: Information required by this item with respect to our Directors and the nomination process is contained in the proxy statement for our 2023 Annual Meeting of Shareholders to be filed with the SEC (the “Proxy Statement”) under the heading “Proposal 1 - Election of Directors” and is incorporated by reference in this Annual Report.
+Added: Information required by this item with respect to our Executive Officers is set forth in the Proxy Statement under the heading “Executive Officers” and is incorporated by reference in this Annual Report.
+Added: Information required by this item with respect to our audit committee and our audit committee financial expert is contained in the Proxy Statement under the heading “Proposal 1 - Election of Directors - Committees of the Board of Directors - Audit Committee” and is incorporated by reference in this Annual Report.
+Added: To our knowledge, based solely on review of reports required by Section 16(a) of the Exchange Act and written representations from the certain reporting persons, we believe that during the fiscal year ended December 31, 2022, our officers, directors and significant shareholders have timely filed the appropriate form under Section 16(a) of the Exchange Act .
The Board of Directors has adopted a Code of Business Conduct and Ethics (the “Code”) that applies to all of the Company’s Directors, Officers (including the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) and employees.
−Removed: Information related to the Code is contained in the Proxy Statement under the heading “Proposal 1 - Election of Group I Directors - Governance of the Company” and is incorporated by reference in this Annual Report.
+Added: Information related to the Code is contained in the Proxy Statement under the heading “Proposal 1 - Election of Directors - Governance of the Company” and is incorporated by reference in this Annual Report.
We intend to disclose future amendments to certain provisions of the Code, or waivers of such provisions granted to Executive Officers and Directors, on our website within four business days following the date of such amendment or waiver.
7 unchanged sentences
Information with respect to principal accounting fees and services are contained in the Proxy Statement under the heading “Proposal 4 Ratification of the Selection of Independent Accountants - Principal Accounting Fees and Services” and is incorporated by reference in this Annual Report.
−Removed: EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
+Added: EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Financial Statements
8 unchanged sentences
Amended and Restated Memorandum of Association of Consolidated Water Co.
−Removed: dated May 14, 2008 (incorporated by reference to Exhibit 3.1 filed as part of our Form 8-K filed June 6, 2008, Commission File No.
−Removed: Amended and Restated Articles of Association of Consolidated Water Co.
−Removed: dated May 10, 2006 (incorporated by reference to Exhibit 4.2 filed as part of our Form F-3 filed October 12, 2006, Commission File No.
−Removed: Amendment to Articles of Association of Consolidated Water Co.
dated May 23, 2022 (incorporated by reference to Exhibit 3.1 filed as part of our Form 8-K filed May 27, 2022, Commission File No.
−Removed: Amendment to Articles of Association of Consolidated Water Co.
+Added: Amended and Restated Articles of Association of Consolidated Water Co.
dated May 23, 2022 (incorporated by reference to Exhibit 3.2 filed as part of our Form 8-K filed May 27, 2022, Commission File No.
1 unchanged sentence
License Agreement dated July 11, 1990 between Cayman Water Company Limited and the Government of the Cayman Islands (incorporated herein by reference to the exhibit filed as a part of our Form 20-F dated December 7, 1994, Commission File No.
−Removed: Exhibit Description
First Amendment to License Agreement dated September 18, 1990 between Cayman Water Company Limited and the Government of the Cayman Islands.
(incorporated herein by reference to the exhibit filed as a part of our Form 20-F dated December 7, 1994, Commission File No.
+Added: Exhibit Description
Second Amendment to License Agreement dated February 14, 1991 between Cayman Water Company Limited and the Government of the Cayman Islands.
13 unchanged sentences
Amendment to License Agreement dated April 11, 2016 between the Government of the Cayman Islands and Cayman Water Company Limited (incorporated by reference to Exhibit 10.1 filled as part of our Form 10-Q for the fiscal quarter ended June 30, 2016, Commission File No.
−Removed: Exhibit Description
Water Supply Agreement dated December 18, 2000 between Consolidated Water Co.
1 unchanged sentence
(incorporated herein by reference to Exhibit 10.12 filed as a part of our Form 10-K for the fiscal year ended December 31, 2000, Commission File No.
+Added: Exhibit Description
Employment contract dated December 5, 2003 between Frederick McTaggart and Consolidated Water Co.
12 unchanged sentences
(incorporated herein by reference to Exhibit 10.2 filed as part of our Form 8-K filed April 4,2017, Commission File No.
+Added: Second Amendment of Engagement Agreement dated September 9, 2022 between Ramjeet Jerrybandan and Consolidated Water Co.
+Added: (incorporated by reference to Exhibit 10.1 filed as part of our Form 8-K filed September 13, 2022, Commission File No.
Specimen Service Agreement between Cayman Water Company Limited and consumers (incorporated herein by reference to the exhibit filed as part of our Registration Statement on Form F-1 dated March 26, 1996)
3 unchanged sentences
Water Supply Agreement dated March 5, 2018 between Cayman Water Company Limited and Cayman Shores Development Ltd.
+Added: (incorporated herein by reference to Exhibit 10.10 filed as a part of our Form 10-K for the fiscal year ended December 31, 2021, Commission File No.
Lease dated December 10, 2001 between Cayman Hotel and Golf Inc.
20 unchanged sentences
(incorporated herein by reference to Exhibit 10.1 filed as a part of our Form 8-K filed July 6, 2020, File No.
+Added: Credit Agreement dated September 16, 2022 between Cayman Water Company Limited and Scotiabank & Trust (Cayman) Ltd.
+Added: (incorporated by reference to Exhibit 10.1 filed as part of our Form 8-K filed September 20, 2022, Commission File No.
+Added: Letter dated September 16, 2022 from Scotiabank & Trust (Cayman) Ltd.
+Added: to Cayman Water Company Limited.
+Added: (incorporated by reference to Exhibit 10.2 filed as part of our Form 8-K filed September 20, 2022, Commission File No.
+Added: Stock Purchase Agreement dated January 4, 2023 among Consolidated Water U.S.
+Added: Holdings, Inc.
+Added: and the Sellers.
+Added: (incorporated by reference to Exhibit 10.2 filed as part of our Form 8-K filed January 9, 2023, Commission File No.
Subsidiaries of the Registrant
2 unchanged sentences
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+Added: Exhibit Description
Certification by the Chief Executive Officer pursuant to 18 U.S.C.
5 unchanged sentences
XBRL Taxonomy Extension Calculation Linkbase
−Removed: Exhibit Description
XBRL Taxonomy Extension Definition Document
27 unchanged sentences
March 30, 2023
−Removed: /s/ Richard L.
−Removed: March 29, 2022
/s/ Clarence B.
6 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.