HUMAN RESOURCES AND
REMUNERATION COMMITTEE REPORT
Committee Composition during 2023
The composition of the Committee during
the year 2023:
1
Mr A C Manilka Fernando*
Chairman/Independent Non-
Executive Director
2
Mr R M Priyantha Rathnayake
Member/Non-Independent Non-
Executive Ex-officio Director**
3
Major General (Rtd)
G A Chandrasiri VSV
Member/Independent Non-Executive
Director*
With Mr A C Manilka Fernando ceasing
to be a Director, at the end of his tenure
as a Director on the Board of the Bank
on 21.04.2023, Prof. Kithsiri M Liyanage
was appointed to the Committee. With
the ending of the tenure of Major General
(Rtd) G A Chandrasiri VSV as a Director on
07.01.2024 the remaining two Directors
constituted the Committee and as at
signing date of this report the Committee
constitution was as follows.
1
Prof. Kithsiri M Liyanage
Chairman/Independent Non-
Executive Director
2
Mr R M Priyantha Rathnayake
Member/Non-Independent Non-
Executive Ex-officio Director
From 05 February 2024
1
Prof. Kithsiri M Liyanage
Chairman/Independent Non-
Executive Director
2
Mr R M Priyantha Rathnayake
Member/Non-Independent Non-
Executive Ex-officio Director
Secretary to the Committee
The Secretary, Bank of Ceylon/Secretary
to the Board, Janaki S Siriwardane who is
an Attorney-at-Law and a Senior Deputy
General Manager, functions as the
Secretary to the Committee.
Regular Invitees
•
General Manager
•
Deputy General Manager (Human
Resources)
•
Any other member of Corporate or
Executive Management
Meetings held in 2023: 02
(Attendance given on page 116 of this
Report)
Quorum:
members
ROLE OF COMMITTEE
Terms of Reference of the Committee
The main responsibilities of the
Committee, which are mainly based on
the Banking Act Direction No. 11 of 2007
on Corporate Governance for Licensed
Commercial Banks in Sri Lanka issued
by the Central Bank of Sri Lanka and
incorporated into the Committee Charter,
are as follows:
•
Determining the Remuneration
Policy (salaries, allowances and other
financial payments) relating to Key
Management Personnel (KMP) of the
Bank.
•
Setting goals and targets for the
General Manager (GM) and KMP.
•
Evaluating the performance of the GM
and KMP against the set targets and
goals periodically and determining
the basis for revising remuneration,
benefits and other payments of
performance based incentives.
•
Reviewing staff in relation to matters
referred to it by the Board.
•
Determining the Human Resource
Policy and Organisation Structure of
the Bank.
PRINCIPAL FOCUS
This Committee focuses on assisting
the Board in the Human Resource (HR)
matters primarily related to KMP.
MEDIUM OF REPORTING
The proceedings of the Committee
meetings are tabled and ratified at Board
meetings and approval of the Board
is thus obtained for implementation
of the recommendations made by the
Committee.
AREAS OF FOCUS AND
ACTIVITIES IN 2023
Remuneration of Directors
According to the aforesaid Banking Act
Direction No. 11 of 2007, this Committee
has to determine the Remuneration
Policy relating to the Chairman and
Directors. However, in the case of Bank
of Ceylon, the remuneration of Directors
is determined in accordance with the
circulars and instructions issued by
the Government of Sri Lanka, the sole
shareholder of the Bank. The provisions
in the Bank of Ceylon Ordinance No. 53
of 1938 and its amendments, are also
taken into consideration in this regard.
The Bank has a Remuneration Policy in
place, prepared based on the above,
which is reviewed periodically and also
as and when new regulations are issued
by the Government or periodically. This
was last reviewed in 2023. The details
of the remuneration given to Directors,
are disclosed in the Annual Report on a
yearly basis.
Remuneration of KMP
The remuneration of employees is revised
once in three years, with the approval
of the Ministry, whose purview the Bank
comes under as per the provisions of the
Bank of Ceylon Ordinance.
No salary revision was done in 2023
and accordingly the Committee did not
deliberate on remuneration of KMP in
2023.
