Human Resources And Remuneration Committee Report

Committee Composition During 2024

The composition of the Committee at the beginning of 2024:

With the ending of the tenure of Major General (Rtd.) G A Chandrasiri VSV as a Director on 07.01.2024, the remaining two Directors constituted the Committee and with the appointments of Mr Jehaan Ismail and Mr Jayamin Pelpola as Independent Non-Executive Directors to the Board of Bank of Ceylon on 07.02.2024 and 22.02.2024, respectively, the Committee was re-constituted as follows-

On 05.11.2024 the Committee re-constituted as follows with the cessation of the Directorship of Mr R M P Rathnayake, as the Non Independent Non-Executive Ex-officio Director from 06.11.2024: subsequent to his retirement from his position as Deputy Secretary to the Treasury:

With the appointment of Mr Kavinda M L de Zoysa as the Independent Non-Executive Chairman/ Director of Bank of Ceylon and Dr. Kapila Senanayake, as Non Independent Non-Executive Ex-officio Director w.e.f. 04.11.2024 and 14.11.2024 respectively, the Present Committee is as follows:

Secretary to the Committee

The Secretary, Bank of Ceylon/ Secretary to the Board, Janaki S Siriwardane who is an Attorney-at-Law and a Senior Deputy General Manager, functions as the Secretary to the Committee.

Regular Invitees

• ● General Manager
• ● Deputy General Manager (Human Resources)
• ● Any other member of Corporate or Executive Management

Meetings held in 2024: 06
(Attendance given on page 120 of this Report)

Role of Committee

Terms of Reference of the Committee

The main responsibilities of the Committee, which are mainly based on the Banking Act Direction No. 11 of 2007 on Corporate Governance for Licensed Commercial Banks in Sri Lanka issued by the Central Bank of Sri Lanka and incorporated into the Committee Charter, are as follows:

• ● Determining the Remuneration Policy (salaries, allowances and other financial payments) relating to Key Management Personnel (KMP) of the Bank.
• ● Setting goals and targets for the General Manager (GM) and KMP.
• ● Evaluating the performance of the GM and KMP against the set targets and goals periodically and determining the basis for revising remuneration, benefits and other payments of performance based incentives.
• ● Reviewing staff in relation to matters referred to it by the Board.
• ● Determining the Human Resource Policy and Organisation Structure of the Bank.

Principal Focus

This Committee focuses on assisting the Board in the Human Resource (HR) matters primarily related to KMP.

Medium of Reporting

The proceedings of the Committee meetings are tabled and ratified at Board meetings and approval of the Board is thus obtained for implementation of the recommendations made by the Committee.

Areas of Focus and Activities in 2024

Remuneration of Directors

According to the aforesaid Banking Act Direction No. 11 of 2007, this Committee has to determine the Remuneration

Policy relating to the Chairman and Directors. However, in the case of Bank of Ceylon, the remuneration of Directors is determined in accordance with the circulars and instructions issued by the Government of Sri Lanka, the sole shareholder of the Bank. The provisions in the Bank of Ceylon Ordinance No. 53 of 1938 and its amendments, are also taken into consideration in this regard. The Bank has a Remuneration Policy in place, prepared based on the above, which is reviewed periodically and also as and when new regulations are issued by the Government or periodically. This was last reviewed in 2024 along with the review of the Corporate Governance Policy. The details of the remuneration given to Directors, are disclosed in the Annual Report on yearly basis.

Remuneration of KMP

The revision of salaries and special allowances of Assistant General Managers and members of the Corporate Management (other than the contracted employees who are parallel to the grade of Deputy General Manager which are fixed at the time of recruitment) were re-visited for the period from 01.01.2024 to 31.12.2026.

Performance Evaluation

The Committee evaluated the performance appraisals relating to KMP including the General Manager. The appraisals of the Chief Compliance Officer, Chief Risk Officer and Chief Internal Auditor were placed before the respective subcommittees. They were evaluated against the targets set at the commencement of the year in line with the Strategic Plan. This task is carried out annually.

Goals and Targets

The Committee reviewed and recommended the Key Performance Indicators (KPI) of the members of the Corporate Management and the General Manager for the year 2024. The KPIs of the Chief Compliance Officer, Chief

Risk Officer and Chief Internal Auditor were placed before the respective subcommittees. This takes place annually.

Training facilities for the staff

Discussions are underway to introduce a new/ modify the e-learning platform for the staff members.

Policies/ Charters Reviewed or Revised during the year and recommended to the Board for adoption

• ● Human Resource and Remuneration Committee Charter.
• ● Code of Ethics.
• ● Employee Retention Policy.
• ● Mentoring Policy.
• ● Employee Handbook and the Human Resource Policy for Maldives operation.
• ● Human Resource Policies for Chennai and Seychelles Branches.
• ● Exit Interview Policy and Exit Interview Questionnaire.
• ● Legal Department Policy.
• ● Annual Plan for Human Resource and Remuneration Committee.
• ● Existing Financial Assistance Policy applicable in the event of a death of Outsourced/ Contract Employee while on duty.
• ● The disciplinary and appeal process for the employees in the grade of Assistant General Manager of the Bank.
• ● Training and Development Policy of the Bank.
• ● Transfer Policy.
• ● Employee communication Policy.
• ● Human Resource Policy.
• ● Remuneration Policy for Kay Management Personnel.
• ● Human Resource Policy on Remote Work.

• ● Appeal Policy applied for promotion to the grades up to Chief Manager from Multi Duty Assistant.
• ● Reward and Recognition Policy.
• ● Anti-Bribery and Anti-Corruption Policy.

Way Forward

The members of the Committee collectively evaluated the performance of the Committee and submitted same to the Board.

The Committee will continue promoting the adoption of best in class HR practices throughout the Bank, fostering a supportive and inclusive work environment where employees will thrive and contribute to the Bank's continued growth and success.

On behalf of the Human Resources and Remuneration Committee.