The Bank of Bermuda Foundation ? a significant bank shareholder ? revealed it has not yet decided which way it will vote in the bank?s proposed sale to HSBC.

But those who will cast the foundation?s ballot have already said they back the deal.

Foundation secretary David Lang told The Royal Gazette last week that the organisation ? with about 3.16 million shares, amounting to a holding of 10.9 percent of the bank?s stock ? was still deciding on how it would vote. Mr. Lang said the foundation?s directors would be the ones who made the decision to vote for or against the HSBC sale, and would be charged with casting the charitable organisation?s ballot.

The Bank of Bermuda Foundation directors ? all of whom are either officers or directors of the bank ? are chairman Joseph Johnson (chairman of the bank?s board), deputy chairman Henry Smith (bank CEO), David Lang (bank vice-president), Eugene Bean (bank director), Philip Butterfield (bank COO), John Campbell (bank director), David Hamshere (bank director), Paul Leseur (deputy chairman of the bank?s board), Blake Marshall (bank director) and Dennis Tucker (bank director).

As directors and officers of the bank, each of the foundation?s directors have approved the sale of the bank to HSBC and have unanimously recommended that shareholders, which must include the foundation, vote in favour of the deal.

The number of shares the foundation held was revealed in the bank?s 2002 annual report, as of December 31, 2002. At the sales price of $45 per share ? $40 from HSBC and a $5 special dividend from the bank ? the foundation?s shares are worth $142.4 million.

The foundation, a company limited by guarantee, was set up in 2000 to consolidate the philanthropic activities of three former trusts; the Bank of Bermuda?s charitable, centennial and educational trusts.

Although the body said it had not sought separate advice on the HSBC sale, it had commissioned an earlier review of its investments by a third-party firm following a recommendation that it diversify its shareholdings.

The Bermuda Monetary Authority had previously said that the foundation should diversify its investments and substantially reduce its ownership of bank shares. In the bank?s 2002 annual report, the bank said that it was likely that the foundation would do that but did not indicate when.

Mr. Lang said: ?The Bank of Bermuda Foundation did have a review done, as we have been anxiously exploring diversifying.

?We did have professional advice given on the value of our shares,? he said, but added that the review was commissioned before the announcement of the bank?s proposed sale to HSBC and that there had not been ?any second guess work over the $45 sales price?.

The foundation also holds some shares in other Bermuda companies including Argus, the Bank of Butterfield, Belco, BF&M. Otherwise its investments are in Bank of Bermuda shares and in various Bank of Bermuda All Points mutual funds, according to its 2002 annual report.

The bank has called a special general meeting on February 16 for shareholders to vote for or against the sale. In order for the HSBC deal to go through, a minimum of one-third of shareholders must vote and 75 percent of those votes must be in favour of the sale to HSBC.