Board Nomination Committee Report

Composition of the Committee

The Board Nomination Committee (BNC), as at the end of the year, comprised the following Independent Non-Executive Directors of the Bank:

Mr. K.G.D.D. Dheerasinghe (Chairman)
Mr. M.P. Jayawardena
Mr. S. Swarnajothi

Mr. J. Durairatnam, Managing Director/CEO, attended meetings of the Committee by invitation. The Company Secretary of the Bank, functions as the Secretary of the Committee.

Brief profiles of the members of the Committee are given on this section.

Terms of Reference of the Committee

The Terms of Reference clearly states the purpose of establishing the Committee, its composition, authority and conduct and scheduling of meetings. The BNC was established by the Board in compliance, with sub direction 3(6)(iv) of Banking Act Direction No. 11 of 2007 (subsequently amended), on Corporate Governance for Licensed Commercial Banks in Sri Lanka, issued by the Monetary Board of the CBSL under Section 46(1) of the Banking Act No. 30 of 1988, as amended, to ensure Board’s oversight and control over ‘Selection of Directors, CEO and KMP’. It also states that matters relating to KMPs may be dealt with by the BHRRC.

(a) Composition of Committee

• The Committee shall be chaired by an Independent Director who has adequate experience in the relevant subject and be constituted with a majority of Independent Directors from the Board to ensure that the responsibilities of the Committee are discharged effectively.
• Managing Director/CEO may be present at meetings by invitation.

(b) Authority of Committee

• The Committee has the authority to discuss issues under its purview and report back to the Board with recommendations, enabling the Board to take a final decision on the matter.
• If a need arises, professionals from outside may be invited for advice on specific issues.
• Bank staff may be present at Committee meetings for advice or special assignments, by invitation.

(c) Meetings of Committee

• There shall be a quorum of two third of the members of the Committee to hold a meeting.
• The Committee shall meet as and when a need arises.

Charter of the Committee

The mandate of the Committee includes inter-alia the following:

• To implement a procedure to select/appoint new Directors, CEO and KMP.
• To consider and recommend (or not recommend) the re-election of current Directors, taking into account the performance and contribution made by them towards the overall discharge of the Board’s responsibilities.
• To set the criteria such as qualifications, experience and key attributes required for eligibility to be considered for appointment or promotion to the post of CEO and key management positions.
• To ensure that Directors, CEO and KMP are fit and proper persons, to hold office as per the criteria set out in the Direction issued by the CBSL and relevant statutes.
• To consider and recommend from time to time, the requirements of additional/new expertise and the succession arrangements for retiring Directors and KMP.
• To make recommendations on any other matter/s referred to it by the Board of Directors.

Activities in 2015

Three Committee meetings were held during the year under review. Attendance of the Committee members at the meetings is given on Table 4. Proceedings of the Committee meetings are regularly reported to the Board of Directors.

During the year, the Committee selected and recommended to the Board, a few candidates considering their skills and diverse experience, to fill casual vacancies on the Board.

The Committee also recommended the re-election of Directors, taking into account the performance and contribution made by them towards the overall discharge of the Board’s responsibilities.

The Committee continued to work closely with the Board of Directors, on matters assigned to the Committee and reported back to the Board of Directors with its recommendations.

K.G.D.D. Dheerasinghe
Chairman – Board Nomination Committee

Colombo
February 24, 2016