Board appointed Remuneration and Nomination Committee of the Company operates within the Board approved Terms of Reference.
As at 31 March 2020, the Committee comprised three Non-Executive Directors of whom two are Independent Directors.
During the Financial year 2019/20 and prior to the reconstitution of the Board with effect 19 February 2020, the Committee held five meetings. Due to island-wide curfew imposed by the Government pursuant to the threat of the spread of the COVID-19 virus, the Committee could not convene the meeting scheduled to be held on 16 March 2020.
The Chief Executive Officer/GM of the Company attended Committee meetings by invitation other than in the instances where matters relating to him have been discussed, and members of the Senior Management were invited to participate in the meetings as and when required. The proceedings of the Committee were duly reported to the Board.
With the appointment of Mr Pradeep Amirthanayagam as the Chairman of the Company with effect 25 October 2019, Mr Rasitha Gunawardana was appointed to the Committee in place of Mr Pradeep Amirthanayagam.
|Name of Director||Board status||Membership||Meeting attendance|
|Mr Jehan Amaratunga||Non-Executive Non-Independent Director||Chairman||5/5|
|Mr Pradeep Amirthanayagam||Non-Executive Independent Director||Member||3/4|
|Mr Johnson Fernando||Non-Executive Non-Independent Director||Member||4/5|
|Mr Rasitha Gunawardana||Non-Executive Non-Independent Director||Member||1/1|
With the reconstitution of the Board of the Company with effect 19 February 2020, the Remuneration and Nomination Committee was reconstituted, and the members of the Remuneration and Nomination Committee as of 31 March 2020 are as follows:
|Name of Director||Board Status||Membership|
|Mr Asoka Bandara||Non-Executive Independent Director||Chairman|
|Ms Coralie Pietersz||Non-Executive Independent Director||Member|
|Mr Rohan Pathirage||Non-Executive Non-Independent Director||Member|
Brief profiles of the members of the Remuneration and Nomination Committee as at 31 March 2020 are given on pages 68 to 71 of this Annual Report.
The Committee assists the Board of Directors in ensuring that remuneration arrangements in the Company align reward with performance, and advises the Board on selection of members to the Board.
The Committee reviews the structure, size and composition of the Board in terms of the powers vested with them under the Terms of Reference approved by the Board, and make recommendation to the Board with regard to any changes that need to be introduced.
The approved Terms of Reference of the Committee precludes the members from participating in decision making with regard to his/her own appointment.
The Committee has authority to discuss and make recommendation on the matters under its purview, and provides recommendation to the Board to make a final decision. The Board has authorised the Committee to obtain professional advice as and when required.
As part of the annual self-assessment of the Directors, the performance and effectiveness of the Committee was also assessed by the Board as a whole.
Details of the annual self-assessment of the Directors can be found on page 81 of this Annual Report.
Our reward strategy is designed to attract and retain high-caliber people in a highly competitive environment. When deciding the remuneration benefits for the individuals, his/her performance as well as the skills, experiences and level of responsibility of the individual is considered.
Based on the recommendation of the Remuneration and Nomination Committee the remuneration of the Non-Executive Directors is determined by the Board as a whole. A fixed allowance has been paid to the Non-Executive Directors for attending Board and Committee meetings. Fees paid to the Non-Executive Directors are neither performance related nor pensionable.
Details of the fees paid to Directors are given on page 257 of this Annual Report.
The Remuneration package of the employees is decided considering the performance of the Company and the Individual, comparison with peer group companies, institutional guidelines and reports from specialist consultants.
Other benefits provided to employees include, vehicle loans, staff health insurance cover, critical illness cover and the personal accident cover.
The Employees of the Company have no rights to receive any share option scheme.
Remuneration and Nomination Committee
8 July 2020