The Nominations Committee of the Board of Directors consists of four Non-Executive Directors. P M B Fernando an independent Director is the Chairman with Messrs C R Jansz, A W Atukorala and K P Cooray serving as members.
J E A Perumal served as the Chairman until his resignation in April 2015. Messrs A W Atukorala and K P Cooray were appointed to the Committee in May 2015. Ms S R Thambiayah also functioned as a member of the Committee for a short period during September 2015 to 14 October 2015.
The Chief Executive attends the meeting by invitation, while the Secretary to the Board functions as the Secretary of the Committee.
The Committee carried out the tasks set out in Section 3 (6) (iv) of Direction No. 12 of 2007 issued by the Central Bank of Sri Lanka on Corporate Governance in licensed specialised banks until 30 September 2015 and Section 3 (6) (iii) of Direction No. 11 of 2007 of the Central Bank of Sri Lanka on Corporate Governance in licensed commercial banks with effect from 1 October 2015.
In terms of this Direction the role of the Committee is to 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 responsible for the task of putting in place a procedure for the appointment of the CEO and Key Management Personnel. During the period the Committee reviewed and revised the Policy on Board Composition, Appointments, Re-election and Resignation of Directors and succession to incorporate the changes in line with the Articles of Association of the amalgamated bank.
The Committee meets when required and acts within its mandate approved by the Board of Directors and makes recommendations to the Board for consideration.
Four meetings were held during the nine month period ending in December 2015. During the period the Committee considered and recommended to the Board the appointment of four new Directors. The Committee also reviewed the list of Key Management Personnel of the amalgamated bank and assessed the fitness and propriety of Directors and Key Management Personnel, in terms of the requirements of the Banking Act. Individual Committee members do not participate in discussions in matters relating to them. The attendance by Directors at meetings is given on this table. 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 — Nominations Committee
24 February 2016