Governance
Related Party Transactions Review Committee Report
Committee Composition During 2024
The Committee was formed on 05.11.2024 and the following Directors were members of the Committee:
Non-Executive Director
Non-Executive Director
Non- Executive Director
With the resignation of Prof. Kithsiri M Liyanage on 28.11.2024, and 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 on
04.11.2024 and 14.11.2024 respectively, the Committee was re-constituted as follows:
Form 03.12.2024
Non- Executive Director
Non- Executive Ex-officio Director
Role of Committee
Related Party Transactions Review Committee Charter
The Terms of Reference of the Related Party Transactions Review Committee are governed by the Related Party Transactions Review Committee Charter, approved and adopted by the Board.
With the appointment of Dr. Amal Illesirighe and Mr R M P Rathnayake as Independent Non- Executive Directors on 06.12.2024 and 20.12.2024 respectively the present Committee is as follows:
Non-Executive Director
Non- Executive Ex-officio Director
Secretary to the Committee
Mr. Anton John Pulle, Deputy General Manager, Finance and Planning, functions as the Secretary to the Committee.
Regular participants
- ● General Manager
- ● Chief Financial Officer
Attend upon invitation
Relevant management personnel
Meetings held in 2024: 01
(Attendance given on page 120 of this Report)
Principal Focus
The primary purpose of this Committee is to assist the Board of the Bank to review all Related Party Transactions prior to them being executed by the Bank, ensuring they are in compliance with the Bank's policies, CSE Listing Rules and applicable laws and to recommend only the transactions that are conducted at arm's length and are in the ordinary course of business.
Medium of Reporting
The proceedings of the Related Party Transactions Review Committee meetings are tabled and ratified at the Board meetings and Board approval obtained thereof.
Areas of Focus and Activities in 2024
Revised the policy on Related Party Disclosures.
Ensured no preferential treatments were given to subsidiaries.
Way Forward and Conclusion
The Committee remains committed to upholding the highest standards of governance and will continue to strengthen oversight mechanisms to ensure that related party transactions align with regulatory requirements and best practices.
The committee evaluated its performance during the year 2024.
On behalf of the Related Party Transactions Review Committee
Mr R M P Rathnayake
Chairman,
Related Party Transactions Review Committee
24 February 2025