- Messages
- Profiles
- Business
Model - Management Discussion
and Analysis - Stewardship
- Integrated Risk Management
- Corporate Governance
- Annual Report of the Board of Directors on the Affairs of the Bank
- Report of the Audit Committee
- Report of the Human Resources and Remuneration Committee
- Report of the Nomination and Governance Committee
- Report of the Board Integrated Risk Management Committee
- Report of the Credit Approval Committee
- Report of the Related Party Transactions Review Committee
- Directors’ Statement on Internal Control
- Independent Assurance Report
- Investor
Relations - Financial
Reports- Financial Calendar
- Statement of Directors’ Responsibilities in Relation to Financial Statements
- Chief Executive’s and Chief Financial Officer’s Statement of Responsibility
- Independent Auditors’ Report
- Income Statement
- Statement of Profit or Loss and other Comprehensive Income
- Statement of Financial Position
- Statement of Changes in Equity
- Statement of Cash Flows
- Notes to the Financial Statements
- Other Disclosures
- Supplementary
Information
Stewardship
Report of the Nomination and Governance Committee
Composition
The Nomination and Governance Committee of the Board of Directors consists of three Non-Executive Directors. P M B Fernando an Independent Director is the Chairman with Messrs C R Jansz and K P Cooray serving as members.
The Chief Executive Officer attends the meeting by invitation, while the Secretary to the Board functions as the Secretary of the Committee.
Mandate
During the year under review, the Committee carried out the tasks as set out in the Terms of Reference approved by the Board. The Terms of Reference approved by the Board encompasses the tasks set out in Section 3 (6) (iii) of Direction No. 11 of 2007 of the Central Bank of Sri Lanka on Corporate Governance in Licensed Commercial Banks.
In terms of the mandate the role of the Committee is to review governance policies and procedures, evaluate the performance of the Board, and identify and evaluate persons with the required skills, knowledge, standing, fitness and propriety to join the Board of the Bank and to evaluate the suitability of Directors who are seeking re-election. The Committee is also responsible for the task of implementing a procedure for the appointment of the CEO and Key Management Personnel.
Procedure
The Committee meets when required and acts within its mandate approved by the Board of Directors and makes recommendations to the Board for consideration.
Meetings
Six meetings were held during the year. The Committee considered and recommended to the Board, the appointment of two new Directors. The Committee identified persons to fill key management positions interviewing many candidates from time to time to ascertain the best fit for the Bank, in terms of qualifications, ability and character, and reviewed succession planning and assessed the fitness and propriety of Directors and Key Management Personnel, in terms of the requirements of the Banking Act. In order to improve the process for succession planning for KMPs, a committee was formed comprising a member of the Audit Committee, CEO, and Head of HR.
The Committee reviewed the Job Descriptions (JDs) of Key Management Personnel and incorporated necessary changes to the JDs of the respective KMPs. In addition to the annual evaluation of the Board carried out by the individual members, this year, an evaluation of the Board was also carried out by the Nomination and Governance Committee members based on a separate check list approved by the Committee and the results were shared with the other members of the Board. During the year, the Committee also reviewed and updated the procedure for selection/appointment of Key Management Personnel.
Individual Committee members do not participate in discussions in matters relating to them. The attendance by Directors at meetings is given in the section on Corporate Governance in the chapter on Stewardship of this Annual Report. The Committee has recommended the re-election of the Directors offering themselves for re-election at the Annual General Meeting.
P M B Fernando
Chairman – Nomination and Governance Committee
19 February 2018