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Stewardship

Board Committee Reports

Remuneration Committee Audit Committee Risk Committee
Planned frequency Once in 6 months Quarterly Quarterly
Chairman/Chairperson Prof. W M M De Silva J A Setukavalar Ms. A K Seneviratne
Members D H J Gunawardena
R S W Senanayake
D H J Gunawardena
W M P J K Wickramasinghe
W M P J K Wickramasinghe
R S W Senanayake
Secretary A C H Waidyasekara A C H Waidyasekara A C H Waidyasekara
Invitees P A Jaywardena (CFO)
S R Abeynayake (Deputy CFO)
P A Jayawardena (CFO)
S R Abeynayake (Deputy CFO)
P A C D Wijayasekara (Senior Manager – Internal Audit)
P U C Pathinagoda (Senior Manager – IS Audit)
E T L Ranasinghe (Deputy CEO)
S R Abeynayake (Deputy CFO/CRO)
G A H Chandana (Finance Manager)
Notice of Meeting Week before Week before Week before
Professional Advise Available Available Available
Terms of Reference Available – Term and Reference of Remuneration Committee Available – Audit Charter Available – Risk Committee Mandate
Objectives
  • to determine the remuneration policy of the Company and to make recommendations to the Board on the Company's policy and structure;
  • to periodically review the adequacy and effectiveness of the remuneration policy of the Company in the context of consistent and effective risk management;
  • to give the Board such additional assurance as it may reasonably require regarding the Human Resources policies of the Company, pertaining to the terms and conditions of employment which are fair and will attract and retain high calibre staff;
  • to review and approve any statement required by the Company’s regulators from the Committee on the Company’s remuneration policy;
  • to go through the proposals for employee share plans for the Company and make recommendations to the Main Board;
  • to ensure that no Director or Senior Executive or any of their associates is involved in deciding their own remuneration;
  • to review and disclose, as appropriate, in the Directors’ Remuneration Report in the Annual Report and accounts, whether any Executive Director or Senior Executive has the right or opportunity to receive enhanced benefits, beyond those already disclosed and whether the Committee has exercised its discretion during the year, to enhance such benefits either generally or for any member of the Company;
  • to review and endorse the content of the Directors’ Remuneration Report in the Annual Report and Accounts for submission to the Board as a whole;
  • ensure that contractual terms on termination and any payments made, are fair to the individual and the Company that failure, is not rewarded and that the duty to mitigate loss is fully recognised;
  • work and liaise as necessary with all other Board Committees;
  • to give due consideration to laws, regulations and any published guidelines or recommendations, regarding the remuneration of Directors of listed and non-listed companies and formation and operation of share schemes, in determining recommendations;
  • to undertake on behalf of the Chairman or the Board, such other- related tasks as the Chairman or the Board may from time to time entrust to it.
  • Preparation, presentation and adequacy of disclosure in the Financial Statements, in accordance with Sri LankaAccounting Standards, comprising SLFRS and LKAS.
  • The Company’s compliance with financial reporting requirements, information requirements of the Companies Act, the Insurance Board of Sri Lanka, Securities and Exchange Commission of Sri Lanka, Colombo Stock Exchange and other regulations and requirements.
  • Processes to ensure that the Company’s internal controls and risk management procedures are adequate to meet the requirements of the Sri Lanka Auditing Standards.
  • Assessing the Company’s ability to continue as a going concern in the foreseeable future.
  • Independence and performance of the Company’s External Auditors.
Primary function is to oversee and approve the company-wide risk management practices to assist the Board in:
  • Setting the tone and developing a culture of the Company vis-à-vis risk;
  • Overseeing that the executive team has identified and assessed all risks that the Company faces and has established a risk management framework, capable of addressing those risks;
  • Overseeing, in conjunction with other Board level committees, all principal risks facing the Company such as strategic, financial, market, IT, legal, regulatory, reputational and other risks;
  • Monitoring risk management capabilities within the Company, including communication about escalating risk and crisis preparedness and recovery plans; and
  • Overseeing the division of risk-related responsibilities to each Board Committee as clearly as possible and performing a gap analysis to determine that the oversight of any risks is not missed.
The Risk Committee, in conjunction with the full Board, will be responsible for approving:
  • The Company’s statement of risk appetite and tolerance.
  • The enterprise-wide risk management framework and the risk management policies adopted by the Company.