Compliance with Section 9 of the Listing Rules Issued by Colombo Stock Exchange

Statement confirming the extent of compliance with the Corporate Governance Rules.
This Annexure fulfills this requirement.

The Bank shall establish and maintain the following policies and disclose the fact of existence of such policies together with the details relating to the implementation of such policies by the Entity on its website;

• Policy on the matters relating to the Board of Directors
• Policy on Board Committees
• Policy on Corporate Governance, Nominations and Re-election
• Policy on Remuneration
• Policy on Internal Code of Business conduct and Ethics for all Directors and employees, including policies on trading in the Entity's listed securities
• Policy on Risk management and Internal controls
• Policy on Relations with Shareholders and Investors
• Policy on Environmental, Social and Governance Sustainability
• Policy on Control and Management of Company Assets and Shareholder Investments
• Policy on Corporate Disclosures
• Policy on Whistleblowing
• Policy on Anti-Bribery and Corruption

Any waivers from compliance with the Internal Code of business conduct and ethics or exemptions granted.

The Bank shall disclose in its Annual Report:

(i) The list of policies that are in place in conformity with Rule 9.2.1 above, with reference to its website.

(ii) Any changes to policies adopted.

To make available all such policies to shareholders upon a written request being made for any such Policy.

The Bank has established the following committees -

(a) Nominations and Governance Committee

(b) Remuneration Committee

(c) Audit Committee

(d) Related Party Transactions Review Committee

The Bank shall comply with the composition, responsibilities and disclosures required in respect of the above-Board committees as set out in these Rules.

Please refer reports of the existing subcommittees given in pages 131 to 142.

The Chairperson of the Board of Directors of the Bank shall not be the Chairperson of the Board Committees referred to in Rule 9.3.2 above.

Adherence to principles of democracy in the adoption of meeting procedures and the conduct of all General meetings with shareholder.

The Government being the sole shareholder, the Annual Report of the Bank is submitted to the Parliament of Sri Lanka and to the Ministry in charge of the Bank State.

(a) The policy on effective communication and relations with shareholders and investors.

A Board approved Communication Policy is in place.

(b) The contact person for such communication.

(c) The policy on relations with shareholders and investors shall include a process to make all Directors aware of major issues and concerns of shareholders.

The Ex-officio Director acts as the conduit between the Bank and its shareholder, the Government of Sri Lanka.

(d) To conduct any shareholder meetings through virtual or hybrid means.

Maintaining a formal policy governing matters relating to the Board of Directors covering the following--

(a) Recognize the need for a balance of representation between Executive and Non-Executive Directors, the roles and functions of the Chairperson and Chief Executive Officer, Board balance and procedures for the appraisal of Board performance and the appraisal of the CEO.

Complied with, through the Board approved Corporate Governance Policy and Board Charter, which are in place.

(b) Where a Listed Entity decides to combine the role of the Chairperson and CEO,

(i) Set out the rational for combining such positions; and, (ii) Require the Board Charter of the Listed Entity to contain terms of reference/ functions of the Senior Independent Director (SID) and the powers of the SID, which should be equivalent to that of the Chairperson in the instance of a conflict of interest.

(iii) Set out the measures implemented to safeguard the interests of the SID.

The positions of Chairman and General Manager of the Bank are held by two different individuals by virtue of the enabling enactment.

(c) Require diversity in Board composition.

Internal policy on Appointment of Directors covers this requirement.

(d) Stipulate the maximum number of Directors with the rationale for the same.

According to the Bank of Ceylon Ordinance No. 53 of 1938 and its amendments the number of Directors permitted on the Board of Bank of Ceylon is six.

(e) Specify the frequency of Board meetings, having regard to the requirements under the Listing Rules.

Two meetings are held per month.

(f) Provide mechanisms for ensuring that Directors are kept abreast of the Listing Rules and on-going compliance and/or noncompliance by the Listed Entity with obligations arising under such Rules.

Upon the appointment to the Board of Bank of Ceylon, an induction programme is conducted and they are being kept informed at the Board meeting any compliances/non compliances.

(g) Specify the minimum number of meetings, in numbers and percentage, that a Director must attend, in order to ensure consistent attendance at Board Meetings and to avoid being deemed to vacate such position.

(h) Provide requirements relating to trading in securities of the Listed Entity and its listed group companies and disclosure of such requirements.

(i) Specify the maximum number of directorships in Listed Entities that may be held by Directors.

Covered by the Directions of the CBSL.

(j) Recognize the right to participate at meetings of the Board and Board Committees by audio visual means and for such participation to be taken into account when deciding on the quorum.

Already in practice with necessary approvals. Will be incorporated into the Policy.

Listed Entities shall confirm compliance with the requirements of the policy referred to in Rule 9.5.1 for any non-compliance with any of the requirements with reasons for such non-compliance and the proposed remedial action.

Non compliances, if any will be indicated in the Governance Report

Complied with as mentioned in Rule no. 9.5.1.

The Chairperson of the Bank is a Non-Executive Director.

Consequently, the position of Chairperson and CEO shall not be held by the same individual.

A Listed Entity that is unable to comply with Rule 9.6.1 above shall make a Market Announcement within a period of one (1) month from the date of implementation of these Rules or an immediate Market Announcement from the date of non-compliance.

The requirement for a SID.

Not applicable as indicated in Rule no. 9.5.1 above.

To take necessary steps to ensure that the Directors and the CEO are, at all times, fit and proper persons as required in terms of Rule no. 9.7.3.

The Bank shall ensure that persons recommended by the Nominations and Governance Committee as Directors are fit and proper as required in terms of these Rules before such nominations are placed before the shareholders' meeting or appointments are made.

Confirmation on Fit and Proper Assessment Criteria for the Financial year 2024.

Listed Entities shall obtain declarations from their Directors and CEO on an annual basis confirming that each of them have continuously satisfied the Fit and Proper Assessment Criteria set out in these Rules during the financial year concerned and satisfies the said criteria as at the date of such confirmation.

Disclosures in the Annual Report of the Bank

a) A statement that the Directors and CEO of the Listed Entity satisfy the Fit and Proper Assessment Criteria stipulated in the Listing Rules of the Colombo Stock Exchange.

b) Any non-compliance/s by a Director and/or the CEO of the Listed Entity with the Fit and Proper Assessment Criteria set out in these Rules during the financial year and the remedial action taken by the Listed Entity to rectify such noncompliance/s.

Directors and CEO of Bank of Ceylon satisfy the Fit and Proper Assessment Criteria stipulated in the Listing Rules of the Colombo Stock Exchange.

The Board of Directors of a Listed Entity shall, at a minimum, consist of five (05) Directors.

The Board of the Bank consists of six (06) Directors.

Minimum Number of Independent Directors:

(a) The Board of Directors of the Bank shall include at least two (2) Independent Directors or such number equivalent to one third (1/3) of the total number of Directors of the Listed Entity at any given time, whichever is higher.

Determining the Independence of directors based on the criteria given under this rule.

A declaration is obtained from the individual Directors in terms of Rule no. 9.8.5 of the listing rules, of Colombo Stock Exchange.

Requirements to comply with the appointment of an Alternate Director to represent any Independent Director.

Complied with the requirement for an Alternate Director as and when the need arises.

The Bank shall disclose its policy on the maximum number of directorships it's Board members shall be permitted to hold in the manner specified in Rule 9.5.1. In the event such number is exceeded by a Director(s), the Entity shall provide an explanation for such noncompliance in the manner specified in Rule 9.5.2 above.

Maximum number of directorships are decided based on CBSL directions and it has been complied with.

The Bank shall, upon the appointment of a new Director to its Board, make an immediate Market Announcement setting out the following;

i. A brief resume of such Director;

ii. His/ her capacity of directorship; and,

iii. Statement by the Entity indicating whether such appointment has been reviewed by the Nominations and Governance Committee of the Entity.

The Bank shall make an immediate Market Announcement regarding any changes to the composition of the Board Committees referred to in Rule 9.3 above containing, at minimum, the details of changes including the capacity of directorship with the effective date thereof.

Disclosure of following in relation to the Directors in the Annual Report:

(a) Name, qualifications and brief profile are given on pages 26 to 29.

(b) Nature of their expertise in relevant functional areas are given on pages 26 to 29.

(c) Whether either the Director or Close Family Members has any material business relationships with other Directors are given on pages 173 to 174.

(d) Whether Executive, Non-Executive and/or independent Director are given on pages 26 to 29.

(e) The total number and names of companies in Sri Lanka in which the Director concerned serves as a Director and/or Key Management Personnel indicating whether such companies are listed or unlisted, whether such Director functions as executive or non-executive capacity (provided that if the directorships are within the Group of which the Bank is a part need not be disclosed) are given on pages 26 to 29.

(f) Number of Board meetings attended are given on page 120.

(g) Names of Board Committees in which the Director serves as Chairperson or a member are given on pages 131 to 142.

(h) Details of attendance of Board Committee Meetings are given on page 120.

(i) The terms of reference and powers of the SID (where applicable).

The Bank shall have a Nominations and Governance Committee that conforms to the requirements set out in Rule 9.11 of these Rules.

The Bank shall establish and maintain a formal procedure for the appointment of new Directors and re-election of Directors to the Board through the Nomination and Governance Committee.

Minister in charge of the Bank appoints the Directors. However the appointments go through this committee.

The Nomination and Governance Committee shall have a written terms of reference clearly defining its scope, authority, duties and matters pertaining to the quorum of meetings.

The composition of the Nomination and Corporate Governance Committee

(1) The members of the Nominations and Governance Committee shall;

(a) Comprise of a minimum of three (03) Directors out of which a minimum of two (02) members shall be Independent Directors of the Listed Entity.

(b) Not comprise of Executive Directors of the Listed Entity.

(2) An Independent Director shall be appointed as the Chairperson

(3) The Chairperson and the members of the Nominations and Governance Committee shall be identified in the Annual Report of the Bank.

Functions of the Nomination and Corporate Governance Committee are included in pages 138 and 139 of this Annual Report.

Disclosures made in the report of the Nomination and Corporate Governance Committee.

Remuneration Committee

Remuneration of the Directors are decided by the Government of Sri Lanka and this Committee referred to as Human Resource and Remuneration Committee (HR&RC) in the Bank attends to the remuneration of the Senior Management and other HR matters referred to it by the Board.

Report of this Committee is given on pages 136 and 137.

There are written terms of Reference clearly defining its scope, authority, duties and matters pertaining to the quorum of the meeting.

Composition of the HR&RC

(1) (a) Comprise of a minimum of three (03) directors of the Listed Entity, out of which a minimum of two (02) members shall be Independent Directors of the Listed Entity.

(b) Not comprise of Executive Directors of Listed Entity.

(2) In a situation where both the parent company and the subsidiary are "Listed Entities", the Remuneration Committee of the parent company may be permitted to function as the Remuneration Committee of the Subsidiary.

(3) An Independent Director shall be appointed as the Chairperson of the Remuneration Committee.

AUDIT COMMITTEE

The Audit Committee shall have a written terms of reference clearly defining its scope, authority and duties.

Composition of the Audit Committee

(1) (a) Comprise of a minimum of three (03) directors of the Listed Entity, out of which a minimum of two (02) or a majority of the members, whichever higher, shall be Independent Directors.

(b) Not comprise of Executive Directors of the Listed Entity.

With the resignation of Mr Naresh Abeyesekera, Chairman of the Audit Committee on 13 November 2024, the committee could not function and the CSE was kept informed. Mr Jayamin Pelpola was appointed as Chairman on 03 February 2025 and the Audit Committee composition is now compliant with CSE Rules.

(2) The quorum for a meeting of the Audit Committee shall require that the majority of those in attendance to be independent directors.

(3) The Audit Committee may meet as often as required provided that the Audit Committee compulsorily meets on a quarterly basis prior to recommending the financial to be released to the market.

(4) An Independent Director shall be appointed as the Chairperson of the Audit Committee by the Board of Directors.

(5) Unless otherwise determined by the Audit Committee, the CEO and the Chief Financial Officer (CFO) of the Listed Entity shall attend the Audit Committee meetings by invitation. Provided however where the Listed Entity maintains a separate Risk Committee, the CEO shall attend the Risk Committee meetings by invitation.

(6) The Chairperson of the Audit Committee shall be a Member of a recognised professional accounting body.

Functions of the Audit Committee.

Disclosures in the Annual Report.

Related Party Transactions Review Committee.

Composition of the Related Party Transactions Review Committee

(1) (a) Comprise of a minimum of three (03) directors of the Listed Entity, out of which two (02) members shall be Independent Directors.

Independent Director is the Chairman of the Committee

Functions of the Committee (Please refer page 142)

General Requirements

Review of Related Party Transactions by the Related Party Transactions Review Committee

Disclosures
(1) Non-recurrent related party transactions

(2) Recurrent related party transactions

(3) (a) The names of the Directors comprising the committee

(Please refer page no. 142)

(b) A statement to the effect that the committee has reviewed the Related Party Transactions during the financial year and has communicated its comments/ observations to the Board.

The committee held only one meeting for the quarter ended 31.12.2024. The committee was established on 05.11.2024. Prior to that the Audit Committee reviewed the Related Party Transactions.

(Please refer page no. 142)

(c) The policies and procedures adopted by the committee reviewing the related party transactions.

(4) An affirmative declaration by the Board that these rules pertaining to related party transactions have been complied with.

(Please refer page no. 142)

Acquisition and disposal of assets from/to related parties

Additional Disclosures