Composition of the Committee
Board Nomination Committee (the BNC) consists of following members whose profiles are given in the section on Board of Directors and Profiles.
Mr K G D D Dheerasinghe* (Chairman)
Mr M P Jayawardena* (Director)
Mr S Swarnajothi* (Director)
Mr G S Jadeja (Director)
*Independent Non-Executive Director
The Committee shall be chaired by an Independent Director who has adequate experience in the relevant subject and be constituted with a majority of Independent Directors from the Board to ensure that the responsibilities of the Committee are discharged effectively.
Regular Attendees by Invitation
Mr J Durairatnam (Managing Director/CEO)
Secretary to the Committee
Mrs Ranjani Gamage (Company Secretary)
Meetings
Name | Eligible to attend/Attended |
Mr K G D D Dheerasinghe | 6/6 |
Mr M P Jayawardena | 6/6 |
Mr S Swarnajothi | 6/5 |
Mr G S Jadeja | 6/5 |
Mr J Durairatnam | 6/6 |
To hold a meeting there shall be a quorum of three members of the Committee who are Non-Executive Directors of whom at least one should be independent. The Committee shall meet as and when need arises. Six (06) Committee meetings were held during the year under review. Proceedings of the Committee meetings are regularly reported to the Board of Directors.
Appointed two new independent Non-Executive Directors to strengthen the independent element of the Board.
The Terms of Reference clearly states the purpose of establishing the Committee, its composition, authority and conduct and scheduling of meetings. The Board Nomination Committee was established by the Board in compliance with the Section 3 (6) (iv) of the Banking Act Direction No. 11 of 2007 (subsequently amended) on “Corporate Governance for Licensed Commercial Banks in Sri Lanka” issued by the Monetary Board of the Central Bank of Sri Lanka under Section 46 (1) of the Banking Act No. 30 of 1988, as amended, to ensure Board’s oversight and control over “Selection of Directors, Chief Executive Officer and KMP”. It also states that matters relating to KMP may be dealt with by the Human Resources Subcommittee.
The mandate of the Committee includes inter-alia the following:
During the year, the Committee selected and recommended to the Board two candidates considering their skills and diverse experience to fill casual vacancies on the Board after considering the recommendations made by the Board at the last year.
The Committee also recommended the re-election of Directors, taking into account the performance and contribution made by them towards the overall discharge of the Board’s responsibilities.
The Committee continued to work closely with the Board of Directors on matters assigned to the Committee and reported back to the Board of Directors with its recommendations.
K G D D Dheerasinghe
Chairman – Board Nomination Committee
Colombo
February 23, 2018