COMPLIANCE WITH SECTION 9 OF THE LISTING RULES

ISSUED BY THE COLOMBO STOCK EXCHANGE

Section

Principle, Compliance and Implementation

Effective date

Complied

9.1.3

Statement confirming the extent of compliance with the Corporate

Governance Rules.
This Annexure fulfills this requirement.

Complied with

9.2.1

The Bank shall establish and maintain the following policies and

disclose the fact of existence of such policies together with the

details relating to the implementation of such policies by the Entity

on its website;
(a)   Policy on the matters relating to the Board of Directors
(b)  Policy on Board Committees
(c)   Policy on Corporate Governance, Nominations and Re-election
(d)  Policy on Remuneration
(e)   Policy on Internal Code of Business conduct and Ethics for all

Directors and employees, including policies on trading in the

Entity’s listed securities

(f)   Policy on Risk management and Internal controls
(g)  Policy on Relations with Shareholders and Investors
(h)  Policy on Environmental, Social and Governance Sustainability
(i)   Policy on Control and Management of Company Assets and

Shareholder Investments

(j)   Policy on Corporate Disclosures
(k)  Policy on Whistleblowing
(l)  Policy on Anti-Bribery and Corruption

01 October 2024

Complied with other than
(b), (i) and (j).
They will be complied with on or before

the effective date.

9.2.2

Any waivers from compliance with the Internal Code of business

conduct and ethics or exemptions granted.

None.

9.2.3

The Bank shall disclose in its Annual Report:
(i) The list of policies that are in place in conformity with Rule 9.2.1

above, with reference to its website.

(ii) Any changes to policies adopted.

01 October 2024

To be complied with on or before the

effective date.

9.2.4

To make available all such policies to shareholders upon a written

request being made for any such Policy.

01 October 2024

Will be complied with when the

shareholder, the Government of

Sri Lanka makes a request.

9.3.1

The Bank has established the following (a), (b) and (c ) committees -
(a) Nominations and Governance Committee
(b) Remuneration Committee
(c) Audit Committee
The Bank has to establish a separate
(d) Related Party Transactions Review Committee

01 October 2024

Complied with
(a), (b) and (c )

With regard to (d), a new committee

will be formed before the effective

date. Presently the Audit Committee

monitors the related party transactions

9.3.2

The Bank shall comply with the composition, responsibilities and

disclosures required in respect of the above-Board committees as set

out in these Rules.

Please refer reports of the existing

subcommittees given in pages 122 to

131.

9.3.3

The Chairperson of the Board of Directors of the Bank shall not be

the Chairperson of the Board Committees referred to in Rule 9.3.1

above.

Complied with

9.4.1

Adherence to principles of democracy in the adoption of meeting

procedures and the conduct of all General meetings with shareholder.

Not applicable. The Government

being the sole shareholder, the Annual

Report of the Bank is submitted to

the Parliament of Sri Lanka and to the

Ministry in charge of the Bank.

9.4.2

(a) The policy on effective communication and relations with

shareholders and investors.

(b) The contact person for such communication.
(c) The policy on relations with shareholders and investors shall

include a process to make all Directors aware of major issues and

concerns of shareholders..

(d) To conduct any shareholder meetings through virtual or hybrid

means.

Complied with

A Board approved Communication

Policy is in place.
Complied with.
The Ex-officio Director acts as the

conduit between the Bank and its

shareholder, the Government of

Sri Lanka.
Not applicable.

9.5.1

Maintaining a formal policy governing matters relating to the Board

of Directors covering the following-
(a) Recognize the need for a balance of representation between

Executive and Non-Executive Directors, the roles and functions

of the Chairperson and Chief Executive Officer, Board balance

and procedures for the appraisal of Board performance and the

appraisal of the CEO.

(b) Where a Listed Entity decides to combine the role of the

Chairperson and CEO,
(i) Set out the rational for combining such positions; and,
(ii) Require the Board Charter of the Listed Entity to contain

terms of reference/functions of the Senior Independent

Director (SID) and the powers of the SID, which should be

equivalent to that of the Chairperson in the instance of a

conflict of interest.

(iii) Set out the measures implemented to safeguard the interests

of the SID.

(d) Stipulate the maximum number of Directors with the rationale for

the same.

(e) Specify the frequency of Board meetings, having regard to the

requirements under the Listing Rules.

(g) Specify the minimum number of meetings, in numbers and

percentage, that a Director must attend, in order to ensure

consistent attendance at Board Meetings and to avoid being

deemed to vacate such position.

(h) Provide requirements relating to trading in securities of the Listed

Entity and its listed group companies and disclosure of such

requirements.

(i) Specify the maximum number of directorships in Listed Entities

that may be held by Directors.

(j) Recognize the right to participate at meetings of the Board

and Board Committees by audio visual means and for such

participation to be taken into account when deciding on the

quorum.

Complied with, through the Corporate

Governance Policy in place.
This would be improve in year 2024.

The positions of Chairman and General

Manager of the Bank are held by two

different individuals by virtue of the

enabling enactment.

Internal policy on appointment of

Directors covers this.
According to the Bank of Ceylon

Ordinance No. 53 of 1938 and its

amendments the number of Directors

permitted on the Board of Bank of

Ceylon is six.
Covered by the Directions of the CBSL

Not applicable.

Covered by the Directions of the CBSL

Already in practice with necessary

approvals. Will be incorporated into

the Policy.

9.5.2

Listed Entities shall confirm compliance with the requirements of

the policy referred to in Rule 9.5.1 for any non-compliance with any

of the requirements with reasons for such non-compliance and the

proposed remedial action.

Indicated above

9.6.1

The Chairperson of the Bank is a Non-Executive Director.

Consequently, the position of Chairperson and CEO shall not be held

by the same individual.

Complied with as mentioned in Rule

no. 9.5.1 .

9.6.2

A Listed Entity that is unable to comply with Rule 9.6.1 above shall

make a Market Announcement within a period of one (1) month from

the date of implementation of these Rules or an immediate Market

Announcement from the date of non-compliance .

Not applicable.

9.6.3

The requirement for a SID.

Not applicable as indicated in Rule no.

9.5.1 above.

9.7.1

To take necessary steps to ensure that the Directors and the CEO are,

at all times, fit and proper persons as required in terms of Rule no.

9.7.3.

Complied with.

9.7.2

The Bank shall ensure that persons recommended by the

Nominations and Governance Committee as Directors are fit and

proper as required in terms of these Rules before such nominations

are placed before the shareholders’ meeting or appointments are

made.

Complied with.

9.7.3

Confirmation on Fit and Proper Assessment Criteria for the Financial

year 2023.

Complied with.

9.7.4

Listed Entities shall obtain declarations from their Directors and CEO

on an annual basis confirming that each of them have continuously

satisfied the Fit and Proper Assessment Criteria set out in these Rules

during the financial year concerned and satisfies the said criteria as at

the date of such confirmation.

Complied with.

9.7.5

Disclosures in the Annual Report of the Bank-
a) A statement that the Directors and CEO of the Listed Entity

satisfy the Fit and Proper Assessment Criteria stipulated in the

Listing Rules of the Colombo Stock Exchange.

b) Any non-compliance/s by a Director and/or the CEO of the

Listed Entity with the Fit and Proper Assessment Criteria set out

in these Rules during the financial year and the remedial action

taken by the Listed Entity to rectify such noncompliance/s.

Compiled with.
Directors and CEO of Bank of Ceylon

satisfy the Fit and Proper Assessment

Criteria stipulated in the Listing Rules of

the Colombo Stock Exchange.

9.8.1

The Board of Directors of a Listed Entity shall, at a minimum, consist

of five (05) Directors.

Complied with. The Board of the Bank

consists of six (06) Directors.

9.8.2

Minimum Number of Independent Directors:
(a) The Board of Directors of the Bank shall include at least two (2)

Independent Directors or such number equivalent to one third

(1/3) of the total number of Directors of the Listed Entity at any

given time, whichever is higher.

Complied with.

9.8.3

9.8.5

Determining the Independence of directors based on the criteria

given under this rule.

01 October 2024

Presently the independence is

determined based on CBSL directions.
Independence based on CSE rules

will be determined on or before the

effective date.

9.9

Requirements to comply with the appointment of an Alternate

Director to represent any Independent Director.

Complied with the requirement for an

Alternate Director as and when the

need arises.

9.10.1

The Bank shall disclose its policy on the maximum number of

directorships it’s Board members shall be permitted to hold in the

manner specified in Rule 9.5.1. In the event such number is exceeded

by a Director(s), the Entity shall provide an explanation for such non-

compliance in the manner specified in Rule 9.5.2 above.

Maximum number of directorships are

decided based on CBSL directions and

it has been complied with.

9.10.2

The Bank shall, upon the appointment of a new Director to its Board,

make an immediate Market Announcement setting out the following;
i.  A brief resume of such Director;
ii.  His/her capacity of directorship; and,
iii.  Statement by the Entity indicating whether such appointment has

been reviewed by the Nominations and Governance Committee

of the Entity.

Complied with (i) and (ii).

9.10.3

The Bank shall make an immediate Market Announcement regarding

any changes to the composition of the Board Committees referred

to in Rule 9.3 above containing, at minimum, the details of changes

including the capacity of directorship with the effective date thereof.

To be complied with.

9.10.4

Disclosure of following in relation to the Directors in the Annual

Report:
(a) Name, qualifications and brief profile are given on pages 26 to

31.

(b) Nature of their expertise in relevant functional areas are given on

pages 28 to 31.

material business relationships with other Directors are given on

pages 312 to 319.

(d) Whether Executive, Non-Executive and/or independent Director

are given on pages 26 to 31.

(e) The total number and names of companies in Sri Lanka in

which the Director concerned serves as a Director and/or Key

Management Personnel indicating whether such companies are

listed or unlisted, whether such Director functions as executive

or non-executive capacity (provided that if the directorships

are within the Group of which the Bank is a part need not be

disclosed) are given on pages 312 to 319.

(f) Number of Board meetings attended are given on page 116.
(g) Names of Board Committees in which the Director serves as

Chairperson or a member are given on pages 122 to 131.

(h) Details of attendance of Board Committee Meetings are given

on page 116.

(i) The terms of reference and powers of the SID (where applicable).

Complied with

Not applicable

9.11.1

The Bank shall have a Nominations and Governance Committee that

conforms to the requirements set out in Rule 9.11 of these Rules.

Complied with

9.11.2

The Bank shall establish and maintain a formal procedure for the

appointment of new Directors and re-election of Directors to the

Board through the Nomination and Governance Committee.

Minister in charge of the Bank appoints

the Directors. However this is complied

with new appointments are made.

9.11.3

The Nomination and Governance Committee shall have a written

terms of reference clearly defining its scope, authority, duties and

matters pertaining to the quorum of meetings.

Complied with

9.11.4

The composition of the Nomination and Corporate Governance

Committee
(1) The members of the Nominations and Governance Committee

shall;

(a) Comprise of a minimum of three (03) Directors out of which

a minimum of two (02) members shall be Independent

Directors of the Listed Entity.

(b) Not comprise of Executive Directors of the Listed Entity.

(2) An Independent Director shall be appointed as the Chairperson
(3) The Chairperson and the members of the Nominations and

Governance Committee shall be identified in the Annual Report

of the Bank.

Complied with

9.11.5

Functions of the Nomination and Corporate Governance Committee

are included in pages 128 and 129 of this Annual Report.

Complied with subject to the provisions

of the enabling enactment of the Bank,

Bank of Ceylon Ordinance No 53 of

1938 and its amendments.

9.11.6

Disclosures made in the report of the Nomination and Corporate

Governance Committee.

Complied with where applicable.

9.12

Remuneration Committee

Remuneration of the Directors are

decided by the Government of

Sri Lanka and this Committee

referred to as Human Resource and

Remuneration Committee in the Bank

attends to the remuneration of the

Senior Management and other HR

matters referred to it by the Board.
Report of this Committee is given on

pages 126 and 127.

9.13

AUDIT COMMITTEE

9.13.2

The Audit Committee shall have a written terms of reference clearly

defining its scope, authority and duties.

Complied with

9.13.3.

Composition of the Audit Committee
(1) (a) Comprise of a minimum of three (03) directors of the Listed

Entity, out of which a minimum of two (02) or a majority

of the members, whichever higher, shall be Independent

Directors.

(b) Not comprise of Executive Directors of the Listed Entity.

(2) The quorum for a meeting of the Audit Committee shall require

that the majority of those in attendance to be independent

directors.

(3) The Audit Committee may meet as often as required provided

that the Audit Committee compulsorily meets on a quarterly

basis prior to recommending the financial to be released to the

market.

(4) If both, the Parent Company and the subsidiary are ‘Listed

Entities’, the Audit Committee of the Parent Company may

function as the Audit Committee of the subsidiary.

(5) An Independent Director shall be appointed as the Chairperson

of the Audit Committee by the Board of Directors.

(6) Unless otherwise determined by the Audit Committee, the CEO

and the Chief Financial Officer (CFO) of the Listed Entity shall

attend the Audit Committee meetings by invitation. Provided

however where the Listed Entity maintains a separate Risk

Committee, the CEO shall attend the Risk Committee meetings

by invitation.

(7) The Chairperson of the Audit Committee shall be a Member of a

recognised professional accounting body.

01 October 2024

Complied with.

This requirement is complied with.

However, it would be incorporated

into the TOR on or before the effective

date.
Complied with

A separate Audit Committee is

available for the Listed Subsidiary.

Complied with

9.13.4

Functions of the Audit Committee.

Complied with.

9.13.5

Disclosures in the Annual Report.

01 October 2024

Partly complied with.

9.14.1

Listed Entities shall have a Related Party Transactions Review

Committee.

01 October 2024

To be complied with on or before the

effective date.

9.16

ADDITIONAL DISCLOSURES

Complied with.