Nomination And Corporate Governance Committee Report

Committee Composition During 2024

The composition of the Committee from 01.01.2024:

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 appointment of Mr J C Pelpola as an Independent Non-Executive Director to the Board of Bank of Ceylon on 22.02.2024, the Committee re-constituted as follows:

From 19.02.2024

With the appointment of Mr Kavan Ratnayake on 14.03.2024, as an Independent Non-Executive Chairman/ Director of Bank of Ceylon the Committee was re-constituted as follows:

From 03.04.2024

With the resignation of Mr Kavan Ratnayake as the Chairman/ Director of Bank of Ceylon on 22.09.2024, and with the appointment of Mr Kavinda M L de Zoysa as an Independent Non-Executive Chairman/ Director of Bank of Ceylon and Dr. Kapila Senanayake, Non Independent Non-Executive Ex-officio Director on 04.11.2024 and 14.11.2024 respectively, the Committee was re-constituted as follows:

From 05.11.2024

From 03.12.2024

Present Committee

(Who was reappointed on 20.12.2024 as an independent Non-Executive Director subsequent to ceasing to be the Ex-officio Director with the retirement from his position as the Deputy Secretary to the Treasury).

Secretary to the Committee

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

Attend upon invitation

• ● General Manager
• ● Any other member of the management as decided by the Committee.

Meetings held in 2024: 11

(Attendance given on page 120 of this Report)

Role of Committee

Nomination and Corporate Governance Committee Charter

The Terms of Reference of the Nomination and Corporate Governance Committee are governed by the Committee Charter, approved and adopted by the Board.

The Committee ensures that the scope and coverage of its functions addresses the requirements of the Banking Act Directions on Corporate Governance for Licensed Commercial Banks in Sri Lanka and its subsequent amendments and that of the Code of Best Practice on Corporate Governance issued by the Institute of Chartered Accountants of Sri Lanka and the Section 9 of the Listing Rules of the Colombo Stock Exchange.

Principal Focus

The Nomination and Corporate Governance Committee assists the Board in ensuring compliance with Corporate Governance principles as required by regulations or otherwise in addition to assisting the Board with regard to the appointment of the Chief Executive Officer/General Manager and the Key Management Personnel (KMP).

Medium of Reporting

The proceedings of the Nomination and Corporate Governance Committee

meetings are tabled and ratified at the Board meetings and Board approval obtained thereof.

Areas of Focus and Activities in 2024

Policy on Appointment of Directors

As provided in the Bank of Ceylon Ordinance No. 53 of 1938 and its amendments the Bank being fully State owned, the Minister under whose purview the Bank falls appoints Directors to the Board of Bank of Ceylon. This Committee accordingly has no direct role in connection with the appointment of Directors. However, an internal Policy on Appointment of Directors to the Board is in place in the Bank based on a recommendation of this Committee specifying the criteria required for appointment as a Director of the Bank, which is shared with the appointing authority to assist in identifying the skill set needed for a Director of the Bank.

Corporate Governance

Corporate Governance Policy of the Bank incorporating the Section 9 of the Listing Rules of the Colombo Stock Exchange was reviewed during the year together with the following policies/charters;

• ● Nomination and Corporate Governance Committee Charter.
• ● The Policy on Directors' Access to Independent Professional Advice.
• ● Policy on Board Committees.
• ● Policy on Control and Management of Bank's Assets and Shareholder Investments.
• ● Charter for Related Party Transaction Review Committee.
• ● Policy on Appointment of Directors to Board of Bank of Ceylon.
• ● Board Charter.
• ● Directors Access to Independent Professional Advice of Bank of Ceylon.
• ● Personal Liability imposed on the Directors of BOC.
• ● Audit Committee Charter.

• ● Integrated Risk Management Committee Charter.
• ● Human Resource and Remuneration Committee Charter.
• ● Information and Communication Technology Committee Charter.
• ● Credit Committee Charter.
• ● Related Party Transactions Review Committee Charter.
• ● Remuneration Policy for the Chairman and Board of Directors.
• ● Policy on Related Party Disclosure.
• ● Key Management Personal Remuneration Policy.
• ● Code of Business Conduct and Ethics for Directors.
• ● Bank's Communication Policy.
• ● Policy on Conflict of Interest of Directors.
• ● Subsidiary Management Charter.
• ● Policy on Appointment of Directors to the Boards of Subsidiaries.
• ● Promotion Policy for the General Manager.
• ● Whistle-blowing Policy.
• ● Policy on Disclosures.
• ● Policy Statement on Appointment of Proxies for Shareholders of Related Companies and other Invested Companies.

Ensured the compliance with the applicable Directions on Corporate Governance issued by the Central Bank of Sri Lanka, Code of Best Practice on Corporate Governance 2023 issued by the Chartered Accountants of Sri Lanka and Section 9 of the Listing Rules of the Colombo Stock Exchange.

Facilitated the Board Evaluation for the year 2024.

Fitness and Property

Ensured that the KMP and Directors are fit and proper persons to hold their offices when Directors were appointed and when officers were promoted, appointed as KMP and changes were done to their designations.

Succession Arrangements

Recommended the revised Succession Plan for Corporate and Executive Management, which is an integral part of talent development.

Reviewed and recommended the Promotion Policy for the position of the General Manager / Chief Executive Officer of the Bank and initiated the process for appointing the next General Manager.

Way Forward

The Committee's objective is to advance best practices in Corporate Governance within the Bank, with a specific emphasis on executing the Directions mandated by the Regulators, ensuring compliance with regulatory requirements, and fostering a culture of transparency, accountability and ethical conduct across all levels of the Bank.

The Committee understands the significance of robust corporate governance practices in maintaining the integrity and transparency of Bank's operations. The Committee would promote accountability and ethical conduct across all levels of the Bank to enhance stake holder trust and drive sustainability.

Conclusion

The Committee reviewed the efficiency of its work through the annual evaluation that was carried out collectively. The Committee will continue to add value to the Board's responsibilities through the functions of this Committee.

On behalf of the Nomination and Corporate Governance Committee