The Board Nomination Committee (the BNC) consists
of the following members whose profiles are given on
pages 14 to 19.
Mr M P Jayawardena*
Regular attendees by invitation
Mr J Durairatnam
Retired w.e.f. July 26, 2018
Mr S Renganathan
Appointed w.e.f. July 30, 2018
|Name||Eligible to attend/ Attended|
|Mr K G D D Dheerasinghe||01/01|
|Mr M P Jayawardena||01/01|
|Mr S Swarnajothi||01/01|
|Mr G S Jadeja||01/01|
|Mr J Durairatnam||01/01|
|Mr S Renganathan||00/00|
The Committee shall be chaired by an Independent Director who has adequate experience in the relevant subject and be constituted with a majority of Independent Directors from the Board to ensure that the responsibilities of the Committee are discharged effectively.
To hold a meeting there shall be a quorum of three members of the Committee who are Non-Executive Directors of whom at least one should be
independent. The Committee shall meet as the need arises. One (01) Committee meeting was held during the year under review. The proceedings of the Committee meetings are regularly reported to the Board of Directors.
Convened a special Board meeting to select and appoint the Managing Director/Chief Executive Officer and Executive Director/Chief Operating Officer for transparency and good governance
The Terms of Reference clearly states the purpose of establishing the Committee, its composition, authority and conduct and scheduling of meetings. The Board Nomination Committee was established by the Board in compliance with the Section 3 (6) (iv) of Banking Act Direction No. 11 of 2007 (subsequently amended) on “Corporate Governance for Licensed Commercial Banks in Sri Lanka” issued by the Monetary Board of the CBSL under Section 46 (1) of the Banking Act No. 30 of 1988, as amended, to ensure Board’s oversight and control over “Selection of Directors, Chief Executive Officer and KMP”. It also states that matters relating to KMP may be dealt with by the BHRRC.
The mandate of the Committee includes inter alia the following:
During the year the Committee unanimously decided and convened a special Board meeting to select and appoint the Managing Director/Chief Executive Officer and an Executive Director/Chief Operating Officer of the Bank for transparency and good governance instead of a Nomination Committee meeting.
The Committee recommended the re-election of Directors, taking into account the performance and contribution made by them towards the overall discharge of the Board’s responsibilities.
The Committee continued to work closely with the Board of Directors on matters assigned to the Committee and reported back to the Board of Directors with its recommendations.
K G D D Dheerasinghe
Chairman – Board Nomination Committee
February 22, 2019