Board Sustainability Committee Report

The Committee has oversight responsibility to drive the sustainability agenda across the Group and has taken key initiatives to progress its transformative journey.

Keshini Jayawardena

Chairperson

Regular attendees to the Committee meetings by invitation:
  • Executive Director/CFO - Chairman of ESG Committee
  • Chief Human Resource Officer (CHRO)
  • Head of Sustainability
  • Any other officer/s required by the Committee

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.

FORMATION OF THE COMMITTEE

The Board Sustainability Committee (BSC) was established on 29th May 2024 with the aim of strengthening the sustainable business practices in the Bank in adherence with the Environmental, Social and Governance (ESG) principles applicable to the financial sector. The Committee focuses on upgrading the Bank's position as a responsible organisation which meets local and global sustainability expectations.

COMMITTEE MEMBERSHIP DURING THE YEAR 2024
Board Member Directorship Status Membership Status Attendance (Attended/Eligible to Attend)
Mrs Keshini Jayawardena Independent/Non-Executive Chairperson 3/3
Mr Dilip de S Wijeyeratne Independent/Non-Executive Member 3/3
Mr Hiran Cabraal Independent/Non-Executive Member 3/3
Mr Keith Modder Independent/Non-Executive Member 3/3
Mrs Ayodhya Iddawela Perera Executive Member 3/3

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

KEY ACTIVITIES IN 2024
  • Published the Environmental, Social and Governance (ESG) Policy of the Bank.
  • Adopted the Terms of Reference of the Board Sustainability Committee.
  • Adopted the Terms of Reference of the Management Level ESG Committee.
  • Provided strategic direction for the implementation of SLFRS S1 and S2 within the Bank.
  • Provided strategic direction to embed sustainability goals in the goal sheets of the relevant Key Managerial Personnels to strengthen the sustainability culture within the Bank.
  • Conducted a capacity building programme on SLFRS S1 and S2 for Sampath Bank's Board of Directors.
  • Conducted a capacity building programme on “How Climate Emergency Should Embed to the Bank's Strategy” for Sampath Bank's Board of Directors.
KEY RESPONSIBILITIES OF THE COMMITTEE
  • Overseeing the development and implementation of the Bank's sustainability strategy and policies.
  • Ensuring that appropriate strategies are in place to respond to Sustainability-Related Risks and Opportunities (SRROs) and Climate-Related Risks and Opportunities (CRROs).
  • Ensuring the availability or development of appropriate skills and competencies to oversee strategies designed to respond to SRROs and CRROs.
  • Establishing mechanisms to promptly escalate SRROs and CRROs to the Committee.
  • Ensuring that the Main Board is sufficiently informed about SRROs and CRROs when overseeing the Bank's strategies, decisions on major transactions and risk management processes and related policies, including the trade-offs associated with those risks and opportunities.
  • Overseeing the establishment of targets related to SRROs and CRROs and provide recommendations to monitor the progress towards those targets and include related performance metrics in remuneration policies.
  • Advising the Board on sustainability trends, risks, opportunities, and regulatory changes.
  • Ensuring that sustainability is integrated into the Bank's business model, culture and operations.
  • Reviewing and guiding sustainability initiatives, environmental practices and ethical conduct.
  • Evaluating and overseeing reporting on sustainability to stakeholders, including sustainability reports, disclosures and communication methods that comply with the statutory requirements and best practices.
  • Reviewing the independent external auditor's scope of work, approach and internal coordination for non-financial/ sustainability disclosures assurance process.
  • Reviewing and providing guidance on management's role in the governance processes, controls and procedures used to monitor, manage and oversee SRROs and CRROs.
  • Critically evaluating the material matters suggested by management and propose improvements where possible.
  • Facilitating continuous improvement in the Bank's non-financial reporting/ sustainability disclosures and performance.
  • Performing any other activities within the scope of sustainability-related functions deemed necessary by the Committee, which will serve to enhance the effectiveness and efficiency of the Committee or the sustainability function.
  • Periodically reviewing the Committee's Terms of Reference (TOR) to ensure it aligns with industry best practices at all times.
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 Sustainability Committee,

KESHINI JAYAWARDENA

Chairperson - Board Sustainability Committee

17th February 2025

Colombo, Sri Lanka

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