NOMINATION AND CORPORATE
GOVERNANCE COMMITTEE REPORT
Committee Composition during 2023
The following Directors were members of
the Committee during the year 2023:
From 31 January 2023
1
Major General (Rtd)
G A Chandrasiri VSV*
Chairman/Independent Non-
Executive Director
2
Mr A C Manilka Fernando**
Member/Independent Non-Executive
Director
3
Mr R M Priyantha Rathnayake
Member/Non-Independent Non-
Executive Ex-officio Director
From 18 April 2023
1
Major General (Rtd)
G A Chandrasiri VSV*
Chairman/Independent Non-
Executive Director
2
Mr R M Priyantha Rathnayake
Member/Non-Independent Non-
Executive Ex-officio Director
3
Prof. Kithsiri M Liyanage
Member/Independent Non-Executive
Director
On 19 February 2024, the Committee was
reconstituted 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
3
Mr Jayamin Pelpola
Member/Independent Non-Executive
Director (Prospective Director)
Note
* Ceased to be a Director w.e.f.
07.01.2024.
** Ceased to be a Director w.e.f.
21.04.2023.
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
Any other member of the management is
invited if decided by the Committee.
Number of Meetings held in 2023: 10
(Attendance given on page 116 of this
Report)
Quorum:
members
ROLE OF COMMITTEE
Nomination and Corporate Governance
Committee Charter
The Terms of Reference of the
Nomination and Corporate Governance
Committee are governed by the
Committee Charter, approved and
adopted by the Board.
The Committee ensures that the scope
and coverage of its functions addresses
the requirements of the Banking Act
Direction No. 11 of 2007 on “Corporate
Governance for Licensed Commercial
Banks in Sri Lanka” and its subsequent
amendments and that of the Code of
Best Practice on Corporate Governance
issued by the Institute of Chartered
Accountants of Sri Lanka and newly
introduced Section 9 of the Colombo
Stock Exchange Listing Rules.
PRINCIPAL FOCUS
The Nomination and Corporate
Governance Committee assists the Board
in ensuring compliance with Corporate
Governance principles as required by
regulations or otherwise in addition to
assisting the Board with regard to the
appointment of the Chief Executive
Officer/General Manager and the Key
Management Personnel (KMP).
MEDIUM OF REPORTING
The proceedings of the Nomination
and Corporate Governance Committee
meetings are tabled and ratified at the
Board meetings and Board approval
is thus obtained for implementation
of the recommendations made by the
committee.
AREAS OF FOCUS AND
ACTIVITIES IN 2023
Policy on Appointment of Directors
In accordance with Bank of Ceylon
Ordinance No. 53 of 1938 and
subsequent amendments, the Bank of
Ceylon, being wholly owned by the
State, the Directors to its Board are
appointed by the Minister under whose
purview the Bank falls. This Committee,
therefore, does not directly engage in
the appointment of Directors. However,
the Bank has internally established a
Policy on Appointment of Directors
to the Board, stemming from a
recommendation by this committee. This
policy delineates the criteria necessary
for individuals to serve as Directors of the
Bank, which is shared with the appointing
authority to facilitate the identification
of the requisite skill set for potential
Directors. The committee ensures the fit
and propriety of Directors nominated to
the Board.
Corporate Governance
Corporate Governance Policy which is
in place was reviewed during the year
together with the following incorporated
therein:
•
The Communication Policy.
•
The Policy on Directors’ Access to
Independent Professional Advice.
•
Policy on Appointment of Directors to
Board of Bank of Ceylon.
•
Board Charter
