Report by the Senior Independent Director

Serving as the Senior Independent Director has been a privilege, as it has allowed me to ensure that all decisions and actions taken by the Board of Directors remain independent, a responsibility I believe is crucial for maintaining the integrity and transparency of our governance processes.

Dear Stakeholders

As the Senior Independent Director for Sampath Bank PLC, I take an active role in deliberating matters set before the Board and have been guided in discharging my additional duties by the Terms of Reference approved by the Board. Accordingly, I have encouraged active participation by Non-Executive Directors and have been available for confidential discussions with other Directors who may need to raise concerns. I confirm that I have carried out the following duties in accordance with Section 9.6.3 of the CSE Listing Rules as summarised below:

  • Chairing a meeting of the Independent Directors without the presence of the other Directors on 19th March 2024 to discuss matters and concerns relating to the Bank and the operation of the Board. The matters raised and recommendations from the meeting were communicated to the Chairman and other Board Members and action points agreed to address the same.
  • Chairing two (02) meetings of the Non- Executive Directors without the presence of the Chairman on 26th July 2024 and 30th November 2024 to appraise the Chairman's performance.
  • I work closely with the Chairman in evaluating and managing the succession process for the appointment of the Managing Director, while also working closely with the Board Nominations and Governance Committee.
  • Leading the annual review of Board effectiveness and ensuring that the performance of individual directors is kept under review.

To provide guidance to the Chairman, I conducted two (02) meetings with the Non- Executive Directors on 26th July 2024 and 30th November 2024 and a meeting with the Executive Directors on 13th November 2024, facilitating discussions and communication of governance-related matters in line with Principle A.5.7 of the Code of Best Practice on Corporate Governance 2023 issued by the Institute of Chartered Accountants of Sri Lanka.

I also confirm that I have a casting vote at the meetings with the Independent Directors and the Non-Executive Directors although the occasion to use it has not arisen during the year.

DILIP DE S WIJEYERATNE

Senior Independent Director

17th February 2025

Colombo, Sri Lanka

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