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Directorate
List of Directors
The following were the Directors of the Bank as at the end of the year:
| Mr. M.J.C. Amarasuriya |
- Chairman |
| Mr. B.R.L. Fernando |
- Deputy Chairman |
| Mr. A.L. Gooneratne |
- Managing Director |
| Dr. H.S. Wanasinghe |
- Director |
| Mr. A.N. Fonseka |
- Director & Alternate Director to Mr. D.S. Weerakkody(Resigned w.e.f. January 31, 2009) |
| Mr. L.J.A. Fernando |
- Director |
| Mr. D.S. Weerakkody |
- Director |
| Mr. P.M. Martelli |
- Director (Appointed w.e.f. October 16, 2008) |
| Mr. P. Kjellerhaug |
- Alternate Director to Mr. P.M. Martelli
(Appointed w.e.f. October 16, 2008) |
| Mr. R.M.S. Fernando |
- Director (Appointed w.e.f. December 19, 2008) |
Resignations/New Appointments during the year:
- Deshamanya Ken Balendra resigned on April 16, 2008
- Mr. G. Galudec resigned on May 31, 2008
- Mr. I.M. Malas resigned on July 10, 2008
- Mr. P.M. Martelli was appointed as
the Nominee Director of IFC on October 16, 2008 and Mr. Per Kjellerhaug was appointed on October 16, 2008 as the Alternate Director to Mr. Martelli
- Mr. R.M.S. Fernando was appointed on December 19, 2008 to fill the casual vacancy on the Board.
Resignations/New appointments after December 31, 2008:
- Mr. A.N. Fonseka relinquished his duties with effect from January 31,
2009, as a Director and also as
the Alternate Director to
Mr. D. S. Weerakkody.
- Mrs. S. N. Wickramasinghe nominated by DFCC Bank, in place of Mr. A.N. Fonseka was appointed to the Board on February 1, 2009.
Recommendations for Re-election
Mr. M.J.C. Amarasuriya
In accordance with Articles 85 and 86 of Articles of Association of the Company, Mr. M.J.C. Amarasuriya retired by rotation at the last Annual General Meeting. In terms of the provisions of the Banking Act Directions No. 11 of 2007 (Corporate Governance for Licensed Commercial Banks in Sri Lanka), which were applicable at the time of the last Annual General Meeting, the total period of service of a Director, other than a Director who held the position of the Chief Executive Officer, could not exceed 9 years, up to January 1, 2008, subject to the transitional provisions indicated in the aforesaid Directions. According to the transitional provisions, the longest serving Director, out of the Directors, whose period of service had exceeded 9 years, was required to vacate office on December 31, 2008. The longest serving Director on our Board was Mr. Amarasuriya and as per the provisions of the Directions No. 11 of 2007 applicable at that time, Mr. Amarasuriya was permitted to hold the office of a Director only upto December 31, 2008. Therefore, it was resolved at the last Annual General Meeting that Mr. Amarasuriya be re-elected a Director of the Bank, subject to the application of the said Direction.
The Banking Act Directions No. 11 of 2007 were amended on August 15, 2008 and the amendment changed the entire situation, since the amended provisions permitted Mr. Amarasuriya to act as a Director even after December 31, 2008, subject to the other regulations applicable. The following general exemption is currently applicable in this connection, subject to the other provisions of the Directions, Companies Act No. 7 of 2007 and the Articles of Association of Commercial Bank:
3 (2) (ii) (B) A director who has completed nine years as at January 1, 2008, or who completes such term at any time prior to December 31, 2008 may continue for a further maximum period of 3 years commencing January 1, 2009.
3 (9) (v) If for any reason such as ill health or other incapacity, the Monetary Board considers that exemptions referred to in Directions 3 (2) (ii) B, 3 (3) (i) A and 3 (3) (ii) A should not be availed of, such ground may be notified to the person by the Monetary Board, and after a hearing, the Monetary Board may limit the period of exemption.
Since the resolution adopted at the last Annual General Meeting, authorised Mr. Amarasuriya’s re-election, subject to the provisions of the said Directions and the amended provisions permitted Mr. Amarasuriya to act as a Director after December 31, 2008, subject to the compliance with other laws applicable, it is possible for Mr. Amarasuriya to continue to serve on the Board, until such time he is required to be re-elected by rotation. In terms of Article 85 of the Articles of Association of the Bank, 2 Directors are required to retire by rotation. When considering these 2 Directors, we are not permitted to consider any Director who is due to be considered for re-election, after such Director’s appointment to fill a casual vacancy on the Board or a Director whose re-election is scheduled to be considered due to the fact that such Director is over 70 years of age. As explained below, Mr. R.M.S. Fernando, who was appointed to fill the casual vacancy on the Board will be considered for re-election at the Annual General Meeting. Further, re-election of Dr. H.S. Wanasinghe, who has already reached 70 years of age, several years ago, will also be considered at the meeting. However, the re-election of Dr. Wanasinghe and Mr. R.M.S. Fernando needs to be disregarded, when identifying the 2 Directors who shall retire by rotation, since the 2 Directors to retire by rotation shall be the Directors who have been longest in office, since their last
re-election. The longest serving Director after re-election is Mr. B.R.L. Fernando. The next longest serving directors are Messrs M.J.C. Amarasuriya and L.J.A. Fernando, who were re-elected at the last Annual General Meeting. According to Article 86 as between persons who were last re-elected on the same day, the Director to retire shall, unless they otherwise agree among themselves, be determined by lot. Having considered the procedure applicable under Article 86 it has been agreed that Mr. Amarasuriya’s re-election be proposed at the forthcoming Annual General Meeting.
Mr. Amarasuriya, being eligible for re-election is recommended by the Board of Directors for re-election, from the conclusion of the forthcoming Annual General Meeting of the Company, subject to the application of aforesaid Directions No. 11 of 2007, Companies Act No. 7 of 2007 and the Articles of Association of the Bank.
Dr. H.S. Wanasinghe
In terms of the provisions of the aforesaid Directions No. 11 of 2007 applicable at the last Annual General Meeting, if a Director was over 75 years of age as at January 1, 2008, such a Director could continue to serve as a Director only upto December 31, 2008. Therefore, Dr. Wanasinghe was permitted to hold office of a Director up to December 31, 2008. Due to this reason, the shareholders resolved at the last Annual General Meeting that Dr. Wanasinghe be re-elected as a Director of the Bank, subject to the application of the said Direction. However, as mentioned above, the Directions were amended on August 15, 2008 and the ameneded provisions permit Dr. Wanasinghe to act as a Director after December 31, 2008, subject to the other regulations applicable.
Further, the following provisions too are applicable for Dr. Wanasinghe.
3 (3) (i) (A) A Director who has reached the age of 70 years as at January 1, 2008 or who would reach the age of 70 years prior to December 31, 2008 may continue in office for a further maximum period of 3 years commencing January 1, 2009.
3 (2) (ii) (B) A Director who has completed 9 years as at January 1, 2008, or who completes such a term at anytime prior to December 31, 2008 may continue for a further maximum period of 3 years commencing from January 1, 2009.
3 (9) (v) If for any reason such as ill health or other incapacity, the Monetary Board considers that exemptions referred to in Directions 3 (2) (ii) (B), 3 (3) (i) (A) and 3 (3) (ii) (A) should not be availed of, such ground may be notified to the person by the Monetary Board, and after a hearing, the Monetary Board may limit the period of exemption.
In addition, a Special Notice has been received by the Company from Union Investment Ltd., a shareholder of the Bank, informing their intention to move a resolution stating that Section 210 of the Companies Act No. 7 of 2007 shall not apply to Dr. Wanasinghe (Resolution is stated on page 172 under Notice of Meeting).
Accordingly, Dr Wanasinghe is being proposed to be re-elected to the Board of Commercial Bank.
Dr. Wanasinghe, being eligible for re-election is recommended by the Board of Directors for re-election, from the conclusion of the forthcoming Annual General Meeting of the Company, subject to the application of Directions No. 11 of 2007 aforesaid, Companies Act No. 7 of 2007 and the Articles of Association of the Bank.
Mr. R.M.S. Fernando
Mr. R.M.S. Fernando who was appointed to the Board to fill the casual vacancy which prevailed at the time of appointment is required to retire in terms of Article 92 of the Articles of Association of the Company. Mr. R.M.S. Fernando being eligible for
re-election is recommended by the Board of Directors for re-election.
Mr. B.R.L. Fernando
The Company has been advised by Messrs Julius & Creasy that it will be necessary to review the remaining members of the Board, excluding Dr. Wanasinghe and Mr. Ranjit Fernando and determine the two Directors, who are to retire by rotation at the forthcoming Annual General Meeting. In the circumstances Mr. B.R.L. Fernando, the next longest serving Director is also required to retire by rotation at the forthcoming Annual General Meeting. Mr. B.R.L. Fernando being eligible for re-election is recommended by the Board of Directors for re-election.
Directors’ Meetings
Details of Directors’ meetings are presented on page 59 of the Annual Report.
Directors’ Responsibility for
Financial Reporting
The Directors are responsible for the preparation of Financial Statements of the Bank to reflect a true and fair view of the state of its affairs. The Directors are of the view that the Income Statement, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement, Significant Accounting Policies and Notes thereto appearing on pages 98 to 164 have been prepared in conformity with the requirements of the Sri Lanka Accounting Standards, Companies Act No. 7 of 2007, Sri Lanka Accounting and Auditing Standards Act No. 15 of 1995, the Banking Act No. 30 of 1988 and amendments thereto and the Listing Rules of the Colombo Stock Exchange.
Directors’ Interests in Ordinary Shares
Individual shareholdings of Directors were as follows:
| |
As at
31.12.2008 |
As at
31.12.2007 |
| Mr. M.J.C. Amarasuriya |
447,097 |
447,097 |
| |
151,881 |
151,881 |
| |
(Non-Voting) |
(Non-Voting) |
| Mr. B.R.L. Fernando |
8,414 |
8,414 |
| |
(Non-Voting) |
(Non-Voting) |
| Mr. A.L. Gooneratne |
806,216 |
806,216 |
| |
38,028 |
38,028 |
| |
(Non-Voting) |
(Non-Voting) |
| Mr. L.J.A. Fernando |
Nil |
Nil |
| Mr. A.N. Fonseka |
1,077 |
1,077 |
| |
(Non-Voting) |
(Non-Voting) |
| Mr. G. Galludec |
N/A |
Nil |
| Deshamanya Ken Balendra |
N/A |
Nil |
| Mr. Iyad M. Malas |
N/A |
Nil |
| Dr. H.S. Wanasinghe |
Nil |
Nil |
| Mr. D.S. Weerakkody |
1,000 |
Nil |
| Mr. R.M.S. Fernando |
3,466 |
3,466 |
| |
(Non-Voting) |
(Non-Voting) |
| Percentage Shareholding of the Directors
Ordinary Voting Shares |
0.54% |
0.54% |
| Ordinary Non-Voting Shares |
1.26% |
1.26% |
Directors’ shareholdings have not changed subsequently from the date of the Balance Sheet up to January 18, 2009, being one month prior to the date of Notice of the Annual General Meeting.
Directors’ Interests in Cumulative Redeemable Preference Shares
There were no Cumulative Redeemable Preference Shares registered in the name of any Director as at the beginning of the year.
Directors’ Interests in Debentures
There were no debentures registered in the name of any Director as at the beginning and at the end of the year.
Directors’ Interests in Contracts
Directors’ interests in contracts or proposed contracts with the Company, both direct and indirect are disclosed on pages 65 to 67 of this Annual Report. These interests have been declared at Directors’ Meetings. As a practice, Directors have refrained from voting on matters in which they were materially interested. Directors have no direct or indirect interest in any other contract or proposed contract with the Company.
Adherence of Laws and Regulations
The Company has not engaged in any activities, which contravene laws and regulations. |
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