Report of the Remuneration Committee
The Board appointed Remuneration Committee, comprised three Board members as set out below:
Prof. W M M De Silva (Independent/Non-Executive Director) – Chairman
D H J Gunawardena (Non-Executive Director) – Member
R S W Senanayake (Non-Executive Director) – Member
The Chairman of the Committee is an Independent Non-Executive Director, who is free from any business or any other relationship which may interfere with the execution of his independent judgment.
The Remuneration Committee formally met once during the year 2015. The Chief Financial Officer and Deputy Chief Financial Officer attended the said meeting by invitation and assisted in the discussions by providing relevant information, except when matters relating to them were discussed.
The attendance of Committee members at meetings is stated in the table under Corporate Governance Section.
The purpose of the Committee is to set the principles, parameters and governance framework of the Company’s remuneration policy and to recommend the terms and conditions of employment of the Chairman of the Board, Executive Directors, members of the Executive and the Company Secretary (together, the 'Senior Executives' being those whose appointment requires Board approval; employees who perform a significant influence function; employees whose activities have or could have a material impact on the Company’s risk profile; and any other employee as determined by the Committee from time to time).
The overall focus and responsibilities of the Remuneration Committee are:
- 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.
The proceedings of the Committee meetings have been regularly circulated to and confirmed by the Board of Directors.
On behalf of the Remuneration Committee,
Prof. W M M De Silva
Chairman – Remuneration Committee
17 February 2016