Report of the Nomination and Governance Committee

The Nomination and Governance Committee (the Committee) comprises Three (3) members. The Committee is chaired by Mr S. Renganathan with Corporate Services (Private) Limited serving as the Secretaries to the Committee. The Group Chief Executive Officer attends meetings by invitation. The Committee’s Charter adheres to international best practices and undergoes an annual review to incorporate current developments and other necessary considerations.

Composition of the Committee

Mr S Renganathan – (Chairman) – Independent Non-Executive

Mr A Cabraal (Member) – Independent Non-Executive

Mr V Govindasamy (Member) – Non-Independent Non-Executive
(Appointed w.e.f. 10 February 2025)

Mr G Sathasivam (Member) – Non-Independent Non-Executive
(Resigned w.e.f. 10 February 2025)

Meetings

During the financial year, the Committee conducted its business virtually and resolutions were passed in circulation.

Purpose/Objectives of the Committee

The Committee will assist the Board of Directors to fulfil its responsibility by overseeing that:

1. The Board of Sunshine Holdings PLC and its subsidiaries are composed of individuals who possess the qualifications, experience, and integrity necessary to effectively discharge their duties as Directors; and
2. The Group corporate governance framework is robust, forward-looking, and aligned with both regulatory requirements and the Board’s commitment to achieving the highest standards of governance excellence.

Key areas of focus

• The Committee evaluates and recommends the appointment and re-appointment of Directors to the Board and its Committees, considering their contributions, qualifications, and external commitments.
• It establishes transparent procedures for the selection, evaluation, and appointment/re-appointment of Directors, ensuring gender diversity and industry-specific qualifications.
• The Committee advises the Board or the Chairperson on appointments, including the selection of a Chairperson in case of a vacancy, and develops succession plans for Board and Key Management Personnel.
• It oversees the annual evaluation of the Board, reviews the Board and Committee structures, and recommends the corporate governance framework and policies to align with regulatory requirements and best practices.
• The Committee reviews and recommends the Corporate Governance Statement, ensures compliance with governance policies, and advises on indemnity and insurance cover for directors and key management personnel, with members abstaining from decisions about their own appointments.
• The Committee establishes and regularly updates robust succession plans for the Board and Key Management Personnel, identifying and nurturing internal talent pipelines while aligning leadership development with the organization’s long-term strategic goals.

Evaluation of the Committee

The Committee carries out a self-evaluation of the performance and effectiveness of the Committee.

Activities 2024/25

• Pursuant to the Company’s Articles of Association, the Committee carried out a fit and proper assessment of retirement and re-appointment of Board Members Mr Govindasamy Sathasivam, Mr Sudarshan Jain, Mr S Shishoo and Mr R Mihular. Accordingly, all 4 re-appointed Directors were deemed Fit and Proper and as such eligible for re-election at the upcoming Annual General Meeting following their appointment. Accordingly, shareholders will be invited to re-elect them at the upcoming Annual General Meeting. The profiles of the members and details are given in the pages 24 to 29 under the Corporate Governance report of the Annual Report.
• All Board Members were assessed for their Independence/ Non-Independence at the beginning of the Financial Year. The criteria on Independence were reviewed against the relevant Directions of the Listing Rules of the Colombo Stock Exchange for the year 2025/2026. Accordingly, the Committee remains satisfied that Directors Mr D A Cabraal, Mr S Shishoo, Mr S Jain, Mrs Aruni Goonetilleke, Mr S Renganathan and Mr R Mihular can continue as Independent Non-Executive Directors for the ensuing year.
• The Committee assessed the skills, experience, diversity, and independence of current Board members and identified any gaps that needed to be filled.
• The Committee also assessed the nomination of new appointments Key Management Persons (KMP) against the criteria on fitness and propriety for KMP’s as defined in the Group policies. Necessary competency, capability and integrity of the members have also been evaluated and recommended by the Committee for such appointments.
• The organisational structure of the Company and Subsidiaries was reviewed with a view to establishing succession plan for the key management personnel. All new promotions granted during the year were also reviewed in line with the organisational structure.
• The Committee also undertook to perform the formal annual evaluation of its effectiveness. The output of the evaluation was forwarded to the Board of Directors for formal approval and/or any corrective action on the shortcomings.

Declaration

The Committee diligently adheres to corporate governance standards outlined in the Listing Rules of the CSE, ensuring full compliance with each provision. Declarations submitted by Board Members under the Appendix 9A of the Listing Rules section 9 and following this review, it was ascertained that the Independent Directors of the Board, namely Mr D A Cabraal, Mr S Shishoo, Mr S Jain, Mrs Aruni Goonetilleke, Mr S Renganathan and Mr R Mihular, effectively met the criteria for assessing independence.

Conclusion

The Nomination and Governance Committee is dedicated to assisting the Board in identifying and recommending candidates who possess the necessary proficiencies, expertise, and familiarity essential for meeting the strategic needs of the Company and the Group. Additionally, the committee is committed to ensuring that both the Board and the Group reflect the desired diversity and opportunities for all stakeholders.

 

S Renganathan
Chairman
Nominations and Governance Committee

28 May 2025