Board Nominations and Governance Committee Report

The Committee identified and recommended candidates to the Board, ensuring that the Board has the right mix of skills, diversity and independence to guide the Bank while maintaining high standards of governance, regulatory compliance and strategic oversight.

Dilip de S Wijeyeratne

Chairman

Regular attendees to the Committee meetings by invitation:
  • Managing Director

The Company Secretary functioned as the Secretary to the Committee and in his absence, a nominee appointed by the Company Secretary functioned as the Secretary to the Committee during the year under review.

REGULATIONS/RULES RELEVANT TO THE FUNCTIONS OF THE COMMITTEE

The role, functions and the composition of the Board Nominations and Governance Committee (BNGC) are defined by the provisions of the:

  • Banking Act Direction No. 11 of 2007 on Corporate Governance for Licensed Commercial Banks issued by the Central Bank of Sri Lanka (Direction 2007);
  • Banking Act Direction No. 05 of 2024 on Corporate Governance for Licensed Banks issued by the Central Bank of Sri Lanka (Direction 2024);
  • Section 9.11 of Listing Rules of the Colombo Stock Exchange (CSE Rules);
  • Code of Best Practice on Corporate Governance 2023 issued by the Institute of Chartered Accountants of Sri Lanka (Code 2023).
COMMITTEE MEMBERSHIP DURING THE YEAR 2024
Board Member Directorship Status Membership Status Attendance (Attended/Eligible to Attend) Date of Appointment to the Committee
Mr Dilip de S Wijeyeratne Independent/Non-Executive Chairman 9/9 25th February 2021
Mr Rushanka Silva Non-Independent/Non-Executive Member 9/9 1st May 2020
Mr Harsha Amarasekera Non-Independent/Non-Executive Member 9/9 24th September 2020
Mrs Keshini Jayawardena Independent/Non-Executive Member 9/9 27th January 2021
Mr Vinod Hirdaramani Independent/Non-Executive Member 7/9 6th May 2022
Ms Aroshi Nanayakkara Independent/Non-Executive Member 9/9 1st August 2022

Refer pages 186 to 189 for the profiles of the committee members.

KEY ACTIVITIES IN 2024
  • The Board Nominations and Governance Committee expanded its responsibilities to strengthen the Governance of the Bank in line with the implementations of corporate governance regulations issued by the Colombo Stock Exchange in 2023 and the Code 2023. The Committee also reviewed the Direction on Corporate Governance issued by CBSL in 2024 and has put in place a road map to ensure compliance by the due dates.
  • The Committee recommended the appointment of Mr Keith Modder to the Board in line with the procedure in place to enable the orderly succession to the Board as set out under the "Policy on Nominations and Re-election of Directors". Accordingly, Mr Keith Modder was appointed to the Board effective from 2nd April 2024, upon the
  • recommendation of the BNGC. His profile is set out on page 189 of the Annual Report and his inclusion has enhanced the IT skills and expertise of the Board.
  • The BNGC identified Board diversity to be an essential factor for effective Board performance and ensured the diversification under expertise, age and gender during the year under review.

The following Directors were re-elected at the 38th Annual General Meeting in terms of provision stipulated in the Articles of Association of Sampath Bank and other applicable regulatory requirements.

Name of the Director Board Sub-Committee Memberships* Date of First Appointment as a Director Date of Last Re-election as a Director Directorships in Other Listed Entities Material Relationships
Ms Aroshi Nanayakkara Chairperson
BIRMC, BMC

Member
BNGC, BHRRC, BCMC, BSPC, BTC, BITC 		30th May 2019 28th March 2024
Commitments over the preceding three years
Non-Executive Director of Hela Apparel Holdings PLC and Asian Hotels & Properties PLC

Present commitments
Details are given in profiles of Board of Directors on page 187. 		None
Mr Rushanka Silva Chairman
BSRC

Member
BNGC, BIRMC, BCC, BSPC, BMC, BITC 		1st September 2017 28th March 2024
Commitments over the preceding three years
Not Applicable

Present commitments
Details are given in profiles of Board of Directors on page 186. 		None
Mr Dilip de S Wijeyeratne Chairman
BNGC, BAC

Member
BHRRC, BRPTRC, BSC, BSPC, BTC 		13th November 2018 28th March 2024
Commitments over the preceding three years
Non-Executive Director of Singer (Sri Lanka) PLC, Regnis (Lanka) PLC**, Singer Industries (Ceylon) PLC**, Hayleys Fibre PLC

Present commitments
Details are given in profiles of Board of Directors on page 187. 		None

*Based on the Sub Committee membership as at 31st December 2024

**Amalgamated with Singer (Sri Lanka) PLC w.e.f 31st January 2024

BNGC - Board Nominations and Governance Committee

BAC - Board Audit Committee

BHRRC - Board Human Resources and Remuneration Committee

BIRMC - Board Integrated Risk Management Committee

BRPTRC - Board Related Party Transactions Review Committee

BCMC - Board Cost Monitoring Committee (Discontinued w.e.f 21st January 2025)

BSC - Board Sustainability Committee

BCC - Board Credit Committee

BSPC - Board Strategic Planning Committee

BSRC - Board Shareholder Relations Committee

BTC - Board Treasury Committee

BMC - Board Marketing Committee

BITC - Board IT Committee

KEY RESPONSIBILITIES OF THE COMMITTEE

  • Implement a procedure to select/ appoint new Directors, CEO/MD and Key Management Personnel (KMPs).
  • Consider and recommend the re-election of current Directors, taking into account the performance and contribution made by the Director concerned towards the overall discharge of the Board's responsibilities.
  • To ensure that an updated procedure is in place for the selection, appointment and re-election of Directors to the Board with due consideration to their fitness and propriety and ensuring their qualifications, competencies and independency are in line with the statutory provisions.
  • Set the eligibility criteria including qualifications, experience and key attributes required to be considered for appointment or promotion for the positions of MD and KMPs.
  • Ensuring that Directors, MD and KMPs are fit and proper persons to hold office as per the criteria specified under Statutory and Regulatory requirements.
  • Consider and recommend the requirements of additional expertise and the succession arrangements for retiring Directors and KMPs from time to time.
  • Review the Terms of Reference of the Committee periodically, to ensure that it reflects industry best practices at all times.

DISCLOSURES BY THE COMMITTEE

  • The Board of Directors performs an annual self-evaluation of its own individual performance as well as an assessment of the overall performance of the Board as a whole.
  • The Senior Independent Director conducted a separate meeting with the Independent Directors enabling them to inform the major issues relating to the Bank in terms of the CSE Listing Rules during the year under review. In addition, Independent Directors are free to express their views on the issues relating to the Bank at Board meetings.
  • Induction programmes are conducted for newly appointed Directors on Corporate Governance, Listing Rules, Securities Market Regulations and other applicable laws and regulations along with the familiarisation on the key focus areas of the Bank.
  • The Board of Directors are periodically apprised on Corporate Governance, Listing Rules, Securities Market Regulations and other applicable laws and regulations as appropriate.

DECLARATIONS BY THE COMMITTEE

  • The Bank maintains a suitable process for the periodic evaluation of the performance of the Board of Directors and the MD to ensure that their responsibilities are satisfactorily discharged.
  • The Bank has ensured overall compliance with the Corporate Governance requirements stipulated under the CSE Listing Rules in accordance with the timelines specified therein.
  • The Bank has already complied with the requirements stipulated under the Banking Act Direction No. 05 of 2024 on Corporate Governance for Licensed Banks issued by the Central Bank of Sri Lanka, which is effective from 1st January 2025 as appropriate. Further, the Bank will ensure overall compliance with the aforementioned regulation in accordance with the timelines specified therein.

REPORTING TO THE BOARD

The minutes of the Committee meetings were tabled at Board meetings, thereby providing Board members with access to the deliberations of the Committee.

PERFORMANCE EVALUATION OF THE COMMITTEE

The annual self-evaluation of the Committee was conducted at the year- end by the members of the Committee. The results were discussed at the Committee with, where necessary, areas for improvement being identified and the plans for improvement being communicated to the Board.

On behalf of the Board Nominations and Governance Committee,

DILIP DE S WIJEYERATNE

Chairman - Board Nominations and Governance Committee

17th February 2025

Colombo, Sri Lanka

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