Annual Report of the Board of Directors on the Affairs of the Company
1. GENERAL
The Board of Directors of Sampath Bank PLC are pleased to present its Annual Report on the State of Affairs of the Company to the members of Sampath Bank PLC (“the Bank”) for the financial year ended 31st December 2024, together with the Audited Financial Statements of the Bank, Consolidated Financial Statements of the Group for the financial year 2024 and the Auditors’ Report on the same. This report has been prepared in compliance with the statutory requirements setout in:
- The Companies Act No. 7 of 2007 and its amendments,
- The Banking Act No. 30 of 1988 and its amendments,
- The Listing Rules of the Colombo Stock Exchange.
The Financial Statements have been reviewed and recommended by the Board Audit Committee.
This Report, including the Financial Statements was approved by the Board of Directors on 17th February 2025. The requisite number of copies of the Annual Report will be submitted to the Central Bank of Sri Lanka, Colombo Stock Exchange, Registrar of Companies, Securities and Exchange Commission of Sri Lanka and to the Sri Lanka Accounting and Auditing Standards Monitoring Board within the statutory deadlines.
Sampath Bank is a Licensed Commercial Bank registered under the Banking Act No. 30 of 1988 (“Banking Act”) and was incorporated as a Public Limited Liability Company in Sri Lanka on 10th March 1986 under the Companies Act No. 17 of 1982, initially as “Investment and Credit Bank Limited” and subsequently changed to Sampath Bank Limited. The Company was re-registered as per the requirements of the Companies Act No. 07 of 2007 on 28th April 2008 under the name “Sampath Bank PLC” with the Registrar General of Companies. The re-registration number of the Bank is PQ 144.
The ordinary shares of the Bank are listed on the Main Board of the Colombo Stock Exchange (CSE). The Bank’s Basel III Compliant Tier II Rated Unsecured Subordinated Redeemable Debentures are also listed on the CSE.
The Bank has been assigned a National Long Term Rating of 'AA-(lka) Stable' by Fitch Ratings Lanka Limited w.e.f 21st January 2025 [31st December 2024: A(lka) Stable]. The subordinated debentures have been assigned a rating of 'A(lka)' w.e.f. 21st January 2025 [31st December 2024: BBB+(lka)].
The Registered Office as well as the Head Office of the Bank is located at No. 110, Sir James Peiris Mawatha, Colombo 02, Sri Lanka.
2. APPROACH TO CORPORATE GOVERNANCE FRAMEWORK
The Sampath Bank Board is committed to achieving the best governance outcomes possible through the values of ethical leadership, accountability, and transparency. The Bank's governance framework gives clear direction for quick and responsive decisionmaking as well as supporting responsible behaviours to ensure long-term delivery of strategic results. The Bank continues to strive for a higher standard of governance, integrity, and professionalism under globally established good Governance standards.
3. GOVERNANCE IN YEAR 2024
The Bank's Governance structure is designed to achieve sustainable growth in alignment with its Purpose, Vision and Values, while carefully appraising stakeholders' interests. The Bank's Governance mechanisms allowed the Board to maintain effective oversight of the Bank's business through regular review of financial statements, risk reports, nonfinancial information and in-depth analyses of critical issues affecting the Bank and its stakeholders.
The Board engaged closely with the Corporate Management Team to analyse the Bank's business strategy and assess the impact of the current state of the economy, including associated risks and opportunities. The Board has adopted appropriate short, medium and long term plans that strengthen the Bank’s risk profile and financial stability taking into account foreseeable challenges.
The following key changes to governance frameworks and processes were implemented during the year:
- The policy framework was reviewed and aligned to meet the requirements of the CSE Listing Rule No. 9 and the effective policies are given on the Bank’s website.
- A new Board Sub-Committee was established for Sustainability.
- The Terms of Reference for all mandatory Board Sub-Committees including the Main Board were reviewed and updated during the year.
- The Board noted the Banking Act Directions on Corporate Governance issued during the year and has established a road map to comply with the same by due dates. The Board also noted that the Bank was compliant with almost all new provisions due to its compliance with the voluntary Code of Best Practice on Corporate Governance.
- The Board noted the requirement to comply with SLFRS S1 and SLFRS S2 standards in 2025 and has put in place the necessary processes with the assistance of external consultants.
4. STATUTORY DISCLOSURES
Section 168 of the Companies Act No. 7 of 2007 and its amendments requires the following information to be disclosed in the Annual Report prepared for the year under review.
| No. | Disclosure Requirement | Reference to the Companies Act No. 7 of 2007 | Disclosure Reference for Compliance | Page Reference |
|---|---|---|---|---|
| 1 | The nature of the business of the Bank and the Group | Section 168 (1) (a) | Sampath Bank at a Glance | 10 - 12 |
| Note 1.3 to the Financial Statements - Principal | ||||
| Activities and Nature of Operations of the Bank | 283 | |||
| Subsidiary Performance | 142 - 146 | |||
| Note 28 to the Financial Statements - Investment in Subsidiaries | 332 - 333 | |||
| 2 | Signed Financial Statements of the Bank and the Group for the accounting period completed in accordance with Sections 151 and 152 | Section 168 (1) (b) | The Financial Statements for the year ended 31st December 2024 have been duly signed by the Executive Director/Chief Financial Officer, three more Directors and the Company Secretary of the Bank. | 277 |
| Financial Statements | 274 - 421 | |||
| Note 2.1 to the Financial Statements - Statement of Compliance | 283 | |||
| 3 | Auditor's Report on the Financial Statements of the Bank and the Group | Section 168 (1) (c) | Independent Auditor's Report to the Shareholders of Sampath Bank PLC | 270 - 272 |
| Based on the declaration provided by Messrs Ernst & Young and as far as the Directors are aware, the Auditors do not have any relationship with or interest with the Bank that in our judgment, may reasonably be thought to have a bearing on their independence within the meaning of the Code of Professional Conduct and Ethics issued by the Institute of Chartered Accountants of Sri Lanka, applicable as of the date of this Report. The retiring Auditors, Messrs Ernst & Young, have expressed their willingness to continue in office. They come up for re-election at the Annual General Meeting, with the recommendation of the Board Audit Committee and the Board of Directors. In accordance with the Companies Act, a resolution proposing the re-appointment of Messrs Ernst & Young, Chartered Accountants, as Auditors is being proposed at the Annual General Meeting. | ||||
| 4 | Changes in Accounting Policies during the accounting period | Section 168 (1) (d) | There are no accounting policy changes during the year. | |
| The significant accounting policies adopted in the preparation of the Financial Statements | 283 - 421 | |||
| 5 | Particulars of entries in the Interests Register made during the accounting period | Section 168 (1) (e) | The Bank maintains the Directors’ Interest Register as required under the provisions of Section 168 (1) (e) of the Companies Act. The Directors of the Bank have made necessary declarations of their respective interests in contracts or proposed contracts, in terms of the Sections 192 (1) and 192 (2) of the Companies Act. These interests have been recorded in the Directors’ Interest Register, which is available for inspection in terms of the Companies Act. As a practice and in terms of Corporate Governance requirements, the Directors have refrained from voting on matters in which they have a material interest. The Directors have no direct or indirect interest in contracts or proposed contracts with the Bank other than those disclosed. | |
| Directors’ Interest in Contracts with the Bank | 262 - 263 | |||
| 6 | Remuneration and other benefits paid to the Directors during the accounting period | Section 168 (1) (f) | Note 47.3.1 to the Financial Statements - Compensation to KMP | 363 |
| 7 | Total amount of donations made by the Company during the accounting period | Section 168 (1) (g) | The donations made by the Bank to the Government amounted to Rs Nil (2023: Nil). The Bank does not make donations for political purposes. | |
| Note 15 to the Financial Statements - Other Operating Expenses | 308 | |||
| 8 | Information on Directorate of the Company at the end of the accounting period | Section 168 (1) (h) | The Board of Directors of the Bank as at 31st December 2024 comprised eleven (11) (2023: Twelve) members with wide financial and commercial knowledge, and experience. In accordance with the Listing Rules of Colombo Stock Exchange and Corporate Governance Rules of the Banking Act Direction No. 11 of 2007 and Banking Act Direction No. 05 of 2024 issued by the Central Bank of Sri Lanka (CBSL), the classification of Directors into Executive (ED), Non-Executive (NED) and Independent (IND), Non-Independent (NID) are stated against the names of the Directors. | |
| Board of Directors | 186 - 189 | |||
| 9 | Amounts payable to the Auditor as audit fees and fees for other services rendered during the accounting period by the Bank and its Subsidiaries | Section 168 (1) (i) | Note 15.1 to the Financial Statements - Auditor's Remuneration | 308 |
| 10 | Particulars of any relationship (other than that of auditor) which the auditor has with or any interests which the auditor has in the Company or any of its subsidiaries | Section 168 (1) (j) | The Bank’s auditors during the period under review were Messrs Ernst & Young, Chartered Accountants. Independence and Objectivity of the External Auditor provide details of the Policy for the Engagement of the External Auditor for Audit and Non-Audit services. Based on the declaration provided by Messrs Ernst & Young, and as far as the Directors are aware, the auditors do not have any relationship or interest with the Bank that in our judgment, may reasonably be thought to have a bearing on their independence within the meaning of the Code of Professional Conduct and Ethics issued by the Institute of Chartered Accountants of Sri Lanka (CA Sri Lanka), applicable on the date of this Report. A resolution re-appointing Messrs Ernst & Young as Auditors for the ensuing year and authorising the Directors to fix their remuneration will be proposed at the Annual General Meeting. | |
| 11 | Annual Report of the Board of Directors on the Affairs of the Company to be signed on behalf of the Board by two Directors and the Company Secretary | Section 168 (1) (k) | Annual Report of the Board of Directors on the Affairs of the Company | 255 - 263 |
5. ADDITIONAL DISCLOSURES
The following additional disclosures are also made. Full details regarding these disclosures are provided within Notes to the Annual Report, which form an integral part of the Annual Report of the Board of Directors.
| No. | Disclosure Requirement | Disclosure Reference | Page Reference | |||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Purpose, Vision, Values and Corporate Conduct | The business activities of the Bank are conducted at a high level of ethical standards in achieving its Purpose and Vision. | 10 | |||||||||||||||||||||||||||||||||||||||
| 2 | Changes to the Group Structure | There were no changes to the Group Structure during the year under review. | 333 | |||||||||||||||||||||||||||||||||||||||
| 3 | Review of Operations |
No new branches were opened during the year under review. The review of the financial and operational performance of the Bank and the Group, together with important events that took place during the year 2024 have been explained in the following Reports: |
||||||||||||||||||||||||||||||||||||||||
| Chairman’s Message | 22 - 24 | |||||||||||||||||||||||||||||||||||||||||
| Managing Director’s Review | 25 - 28 | |||||||||||||||||||||||||||||||||||||||||
| Management Discussion and Analysis | 56 - 146 | |||||||||||||||||||||||||||||||||||||||||
| 4 | Future Developments | The Bank will focus on a business expansion driven through its existing Branch Network, concentrating mainly on its core banking operations to increase its market share and profitability. This will be further supplemented by more vigorous efforts to expand the Bank’s digital channels and focus on innovative product development, process improvements and staff development, all aimed at fulfilling the rapidly changing customer needs amidst challenging market conditions and to maximize the value created for all the stakeholders. An overview of the future development of the Bank and the Group is given in the following reports. | ||||||||||||||||||||||||||||||||||||||||
| Chairman’s Message | 22 - 24 | |||||||||||||||||||||||||||||||||||||||||
| Managing Director’s Review | 25 - 28 | |||||||||||||||||||||||||||||||||||||||||
| Management Discussion and Analysis | 56 - 146 | |||||||||||||||||||||||||||||||||||||||||
| 5 | Directors’ Responsibility for Financial Reporting | Statement of Directors’ Responsibility for Financial Reporting | 268 - 269 | |||||||||||||||||||||||||||||||||||||||
| 6 | Financial Results and Appropriations | Income | ||||||||||||||||||||||||||||||||||||||||
| Note 6 to the Financial Statements - Gross Income | 298 | |||||||||||||||||||||||||||||||||||||||||
| Profit and Appropriations | ||||||||||||||||||||||||||||||||||||||||||
| Statement of Profit or Loss | 274 | |||||||||||||||||||||||||||||||||||||||||
| Statement of Comprehensive Income | 275 | |||||||||||||||||||||||||||||||||||||||||
| Statement of Financial Position | 276 - 277 | |||||||||||||||||||||||||||||||||||||||||
| Statement of Changes in Equity | 278 - 279 | |||||||||||||||||||||||||||||||||||||||||
| Statement of Cash Flows | 280 - 282 | |||||||||||||||||||||||||||||||||||||||||
| 7 | Taxation | Please refer Note 16 to the Financial Statements. The direct and indirect taxes applicable to the Bank and rates are set out below: | 309 - 310 | |||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||
| 8 | Dividend | The Board of Directors has recommended a final dividend of Rs 9.35 per share in cash for the financial year ended 31st December 2024 subject to the approval of the shareholders at the Annual General Meeting to be held on 28th March 2025. The Board of Directors was satisfied that the Bank would meet the solvency test immediately after the payment of the final dividend proposed, in terms of Section 31(3) of the Companies Act. The Board provided the Statement of Solvency to the Auditors and obtained a Certificate of Solvency from the Auditors in respect of the dividend payment conforming to the statutory provision. | ||||||||||||||||||||||||||||||||||||||||
| Note 18 to the Financial Statements - Dividend Paid and Proposed | 311 - 312 | |||||||||||||||||||||||||||||||||||||||||
| 9 | Reserves | Note 42 to the Financial Statements - Statutory Reserves | 357 | |||||||||||||||||||||||||||||||||||||||
| Note 43 to the Financial Statements - Other Reserves | 357 - 358 | |||||||||||||||||||||||||||||||||||||||||
| Note 44 to the Financial Statements - Retained Earnings | 358 | |||||||||||||||||||||||||||||||||||||||||
|
Non-controlling Interest The Bank does not have a non-controlling interest as at 31st December 2024, since all the subsidiaries are 100% owned by the Bank. |
||||||||||||||||||||||||||||||||||||||||||
| Statement of Changes in Equity | 278 - 279 | |||||||||||||||||||||||||||||||||||||||||
| 10 | Capital Expenditure | The total capital expenditure on acquisition of property, plant and equipment and intangible assets of the Bank and the Group amounted to Rs 2,759,257,000/- and Rs 4,068,470,000/- respectively (2023 Bank: Rs 2,016,534,000/- and Group: Rs 2,647,695,000/-). | ||||||||||||||||||||||||||||||||||||||||
| Notes 29 and 30 to the Financial Statements - Property, Plant and Equipment and Intangible Assets | 334 - 341 | |||||||||||||||||||||||||||||||||||||||||
| 11 | Capital Commitments | The capital expenditure approved and contracted for as at the reporting date | ||||||||||||||||||||||||||||||||||||||||
| Note 45.3 to the Financial Statements - Capital Commitments | 361 | |||||||||||||||||||||||||||||||||||||||||
| 12 | Property, Plant and Equipment (PPE) | Note 29 to the Financial Statements | 334 - 340 | |||||||||||||||||||||||||||||||||||||||
| 13 | Market Value of Freehold Properties | The Group applies Revaluation model given in Sri Lanka Accounting Standard - LKAS 16 (Property, Plant and Equipment) to the entire class of freehold lands and buildings. Such properties are revalued every three years or more frequently if the fair values are substantially different from the carrying values. Accordingly, all freehold lands and buildings of the Group were revalued as at the end of 2022 by professionally qualified independent valuers. The results of the revaluation were brought into the Financial Statements to ensure that the carrying amount of such properties reflects the market prices prevailed at that time. On the basis that changes in property prices were not significant compared to the previous year due to the prevailing market situation in the country, the Group did not revalue its freehold lands and buildings during this year for consolidated accounting purposes. The Directors are of the view that the previous year prices reflect the current market values of such properties as at 31st December 2024. However, Sampath Centre Limited (a fully owned subsidiary of the Bank) which owns the property occupied by the Bank as its head office, carried out a revaluation on their property with the market values being taken into their standalone financial statements prepared as at 31st December 2024, on the basis that such property is recognised as an Investment Property accounted under Fair Value model. There is no significant change between the previous year valuation and the current year valuation pertaining to this property. | ||||||||||||||||||||||||||||||||||||||||
| Note 29 to the Financial Statements - Property, Plant and Equipment (Bank and Group) | 334 - 340 | |||||||||||||||||||||||||||||||||||||||||
| 14 | Stated Capital, Debentures and Bonds | Stated Capital, Debt Capital and Shares issued by the Bank | ||||||||||||||||||||||||||||||||||||||||
| Note 41 to the Financial Statements - Stated Capital | 356 | |||||||||||||||||||||||||||||||||||||||||
| Note 37 to the Financial Statements - Due to Debt Securities Holders | 348 - 349 | |||||||||||||||||||||||||||||||||||||||||
| Issue of Shares and Debt Capital - Subsidiaries | ||||||||||||||||||||||||||||||||||||||||||
| Investor Relations | 437 | |||||||||||||||||||||||||||||||||||||||||
| Note 37.1.1 to the Financial Statements - Details of Debentures Issued | 349 | |||||||||||||||||||||||||||||||||||||||||
| 15 | Share Information | Investor Relations | 431 - 441 | |||||||||||||||||||||||||||||||||||||||
| 16 | Shareholding | Investor Relations | 431 - 441 | |||||||||||||||||||||||||||||||||||||||
| 17 | Equitable Treatment to Shareholders | The Bank has at all times ensured that all shareholders are treated fairly and equitably. | ||||||||||||||||||||||||||||||||||||||||
| 18 | Retirement and Re-Election/Re-Appointment of Directors | In terms of Articles No. 86 and 87 of the Articles of Association of the Company, Mr Vajira Kulatilaka, Mr Harsha Amarasekera and Mrs Keshini Jayawardena retire by rotation and being eligible, offer themselves for re-election on the unanimous recommendation of the Board Nominations & Governance Committee and approval of the Board of Directors. Mr Keith Modder having been appointed to the Board with effect from 2nd April 2024 to fill up a vacancy in the Board, will stand for election by the shareholders in terms of Article 93 of the Articles of Association. | ||||||||||||||||||||||||||||||||||||||||
|
Board of Directors Sections 210 and 211 of the Companies Act do not apply to the Bank, in view of the more stringent provision contained in Section 3 (3) (i) of Banking Act Direction No. 11 of 2007 on Corporate Governance for Licensed Commercial Banks and Section 3.2.(a) of Banking Act Direction No. 05 of 2024 on Corporate Governance for Licensed Banks which restricts the age of a Director of a Licensed Commercial Bank to 70 years and the total period of service of a Director shall not exceed nine (09) years. |
186 - 189 | |||||||||||||||||||||||||||||||||||||||||
| 19 | List of Directors of the Subsidiaries of the Bank | Names of the Directors of Subsidiary companies as at 31st December 2024: | ||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||
| 20 | Register of Directors and Secretaries | As required under Section 223 (1) of the Companies Act, the Bank maintains a Register of Directors and Secretaries which contains the name, surname, former name (if any), residential address, business, occupation, dates of appointment and dates of resignation (if applicable) of each Director and the Company Secretary. | ||||||||||||||||||||||||||||||||||||||||
| 21 | Board Sub-Committees | The Board, while assuming the overall responsibility and accountability for the management oversight of the Bank, has also appointed Board Sub-Committees to ensure that the activities of the Bank at all times are conducted with the highest ethical standards and the best interests of all its stakeholders. As of 31st December 2024, the Board has formed Thirteen (13) Sub-Committees, including Five (5) mandatory Sub-Committees as required by the Banking Act, Four (4) of which also fulfil the requirements of Section 9 of the Listing Rules of the Colombo Stock Exchange. Additionally, the Board Sustainability Committee was established as a mandatory Sub-Committee to provide strategic direction for the implementation of SLFRS S1 and S2 within the Bank. Furthermore, there are Six (6) voluntary Sub-Committees formed by the Board. | ||||||||||||||||||||||||||||||||||||||||
| Board Sub-Committee Reports | 196 - 222 | |||||||||||||||||||||||||||||||||||||||||
| 22 | Directors’ Meetings | Corporate Governance Report (Directors' Attendance at Board and Board Sub-Committee Meetings) | 158 | |||||||||||||||||||||||||||||||||||||||
| 23 | Related Party Transactions | Directors have also disclosed transactions if any, that could be classified as Related Party Transactions in terms of Sri Lanka Accounting Standards - LKAS 24 (Related Party Disclosures) which is adopted in preparation of the Financial Statements. The Related Party Transactions Review Committee considers all transactions that require approval in line with the Bank’s Related Party Transactions Policy and in compliance with the relevant regulations of CSE and Central Bank of Sri Lanka, ensuring transactions are fair and in the best interests of the Bank. In addition, the Bank carries out transactions in the ordinary course of business in an arm’s length basis with entities where the Chairman or Directors of the Bank is the Chairman or a Director of such entities as detailed in: | ||||||||||||||||||||||||||||||||||||||||
| Directors’ Interest in Contracts with the Bank | 262 - 263 | |||||||||||||||||||||||||||||||||||||||||
| Note 47 to the Financial Statements - Related Party Disclosures | 363 - 366 | |||||||||||||||||||||||||||||||||||||||||
| 24 | Directors’ Interest in Ordinary Shares and Debentures |
n/a - not applicable * Resigned w.e.f 1st June 2024 Mr Rushanka Silva, Mr Vajira Kulatilaka and Mr Vinod Hirdaramani respectively hold 2,000,000, 300,000 and 700,000 of Basel III Compliant - Tier II Listed Rated Unsecured Subordinated Redeemable Debentures with a Non-Viability Conversion (2023/2028) issued by the Bank. |
||||||||||||||||||||||||||||||||||||||||
| 25 | Directors’ Interest in Shares and Debentures of Subsidiaries | Mr Rushanka Silva holds one share each at Siyapatha Finance PLC and Sampath Centre Limited. | ||||||||||||||||||||||||||||||||||||||||
| 26 | Material Business Relationships | Based on the individual declarations obtained from the Directors, it was evident that none of the Directors or their close family members have any business relationships with other Directors of the Bank. | ||||||||||||||||||||||||||||||||||||||||
| 27 | Material Interests in Contracts Involving the Company | Corporate Governance Report | 148 - 183 | |||||||||||||||||||||||||||||||||||||||
| Directors’ Interest in Contracts with the Bank | 262 - 263 | |||||||||||||||||||||||||||||||||||||||||
| 28 | Our Team Members | Capital Management Report - Human Capital | 80 - 93 | |||||||||||||||||||||||||||||||||||||||
| 29 | Employee Share Ownership/Option Plans (ESOP) | The Bank did not initiate or establish any Employee Share Ownership/Option Plans during the year. | 306 | |||||||||||||||||||||||||||||||||||||||
| 30 | Environmental Protection | To the best knowledge of the Board, the Bank has not engaged in any activity that is harmful or hazardous to the environment. The Directors also confirm that to the best of their knowledge and belief, the Bank has complied with the relevant environmental laws and regulations. | ||||||||||||||||||||||||||||||||||||||||
| Capital Management Report - Natural Capital | 110 - 128 | |||||||||||||||||||||||||||||||||||||||||
| 31 | Statutory Payments | The Directors, to the best of their knowledge and belief, are satisfied that all statutory payments due to the government, other regulatory bodies and related to the employees have been paid on a timely basis. | ||||||||||||||||||||||||||||||||||||||||
| 32 | Outstanding Litigation | In the opinion of the Directors who in consultation with the Bank’s lawyers have established that litigation currently pending against the Bank will not have a material impact on the reported financial results or the future operations of the Bank. | ||||||||||||||||||||||||||||||||||||||||
| Note 45.5 to the Financial Statements - Other Contingent Liabilities | 362 - 363 | |||||||||||||||||||||||||||||||||||||||||
| 33 | Complied with all applicable Laws and Regulations | Managing Director’s and Chief Financial Officer’s Responsibility Statement | 267 | |||||||||||||||||||||||||||||||||||||||
| 34 | Events after the Reporting Period | No circumstances have arisen since the Statement of Financial Position date, which would require adjustments to or disclosure in the accounts, except those disclosed. | ||||||||||||||||||||||||||||||||||||||||
| Note 49 to the Financial Statements - Events After the Reporting Period | 368 | |||||||||||||||||||||||||||||||||||||||||
| 35 | Going Concern | The Directors, after making necessary inquiries and reviews including reviews of the budget for the ensuing year, capital expenditure requirements, future prospects and risks, cash flows and such other matters required to be addressed under the Code of Best Practice on Corporate Governance issued by the Institute of Chartered Accountants of Sri Lanka and the Banking Act Direction No. 11 of 2007 on Corporate Governance for Licensed Commercial Banks issued by the CBSL, the Banking Act Direction No. 05 of 2024 on Corporate Governance for Licensed Banks issued by the CBSL and Colombo Stock Exchange Listing Rules, are satisfied that the Bank has adequate resources to continue operations into the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the Financial Statements. | ||||||||||||||||||||||||||||||||||||||||
| Note 2.11.1 to the Financial Statements - Going Concern | 284 | |||||||||||||||||||||||||||||||||||||||||
| 36 | Adherence to the Internal Controls | Director’s Statement on Internal Control Over Financial Reporting | 264 - 265 | |||||||||||||||||||||||||||||||||||||||
| 37 | Significant Shareholdings in Other Organizations | Note 27.5 to the Financial Statements - Quoted Equity Security | 330 | |||||||||||||||||||||||||||||||||||||||
| 38 | Risk Management | Material Foreseeable Risk Factors | ||||||||||||||||||||||||||||||||||||||||
| Integrated Risk Management Report | 224 - 251 | |||||||||||||||||||||||||||||||||||||||||
| Note 51 to the Financial Statements | 376 - 417 | |||||||||||||||||||||||||||||||||||||||||
| 39 | Corporate Governance | Corporate Governance Report | 148 - 183 | |||||||||||||||||||||||||||||||||||||||
6. NOTICE OF ANNUAL GENERAL MEETING
The 39th Annual General Meeting of the Bank will be held at “Oak Room", The Cinnamon Grand, No. 77, Galle Road, Colombo 03, on 28th March 2025 at 9.30 a.m. The Notice of Meeting is given on page 472 of the Annual Report.
7. ACKNOWLEDGEMENT OF THE CONTENTS OF THE REPORT
As required by Section 168 (1) (k) of the Companies Act No. 7 of 2007, the Board of Directors hereby acknowledges the contents of this Annual Report.For and on behalf of the Board of Directors,
17th February 2025
Colombo, Sri Lanka