Investor and Community Relations

Board of Directors

Board Sub Committees

Board Nominations Committee

  • The Board appointed Nominations Committee is comprised of 4 Board members as at 6th September 2016 and the chairman of the Committee is an Independent Director as set out below. The Chief Executive Officer (CEO) is present at meetings only if invited by the Committee.
  • Chairman Mr. Ananda W Atukorala
    Members Mr. Ashok Pathirage, Mr. Trevine Jayasekera
    Ms. Kimarli Fernando
  • The Committee is responsible for and implements procedures to select/appoint new directors, CEO and key management personnel, considers and recommends the re-election of current directors taking into account the performance and contribution made by the director/s concerned towards the overall discharge of the board's responsibilities. The Committee sets out the criteria such as qualifications, experience and key attributes required for eligibility to be considered for appointment as nominee directors to the boards of subsidiary companies and for appointment or promotion to the post of CEO and the key management positions. The Committee also considers and recommends from time to time, the requirements of additional/new expertise and the succession arrangements for retiring directors and key management personnel.

Board Human Resources and Remuneration Committee

  • The Board appointed Human Resources and Remuneration Committee is comprised of 5 Board members as set out below as at 6th September 2016 and the Chief Executive Officer (CEO) is present at meetings by invitation of the Committee except when matters relating to the CEO are discussed. The Chairman of NDB is also present at meetings by invitation.
  • Chairperson Ms. Indrani Sugathadasa
    Members Mr. Ashok Pathirage, Ms. Kimarli Fernando, Mr. Trevine Jayasekera, Mr. Kavan Ratnayaka
  • The Committee determines the human resources and remuneration policies (salaries and allowances and other financial payments) relating to Directors, the CEO and key management personnel. The Committee also evaluates the performance of the CEO and the key management personnel against the set targets and goals periodically and determines the basis for revising remuneration benefits and other payments of performance based incentives and considers succession plans for key management positions.

Board Strategic Issues Committee

  • The Board appointed Strategic Issues Committee is comprised of 5 Board members as at 6th September 2016 and the Chairman of the Committee is an Independent Director as set out below. Other Board Members and Management of the Company may be present at the meetings by invitation.
  • Chairman Mr. Ananda W Atukorala
    Members Mr. Ashok Pathirage, Mr.Trevine Jayasekera, Ms. Kimarli Fernando, Mr. Sarath Wikramanayake , Mr. N.S Welikala
  • The Committee is responsible for the approval of all strategic investments and divestments and recommending the same to the board, the approval of the periodical Strategic Plan (covering 3-5 years or more) and any significant amendments thereto and recommending the same to the board. The Committee provides the strategic direction and strategic thinking of the board to the management in the development and implementation of the Bank's strategic plan and also guides and assists the management in implementing strategic decisions taken by the board. The Committee further reviews and evaluates strategic issues and plans of subsidiary companies of the NDB Group to ensure that the same are in line with the strategic initiatives and strategic direction of the Bank.

Board Integrated Risk Management Committee

  • Composition of the Integrated Risk Management Committee - The Committee consists of at least three non-executive Directors, Chief Executive Officer, Chief Operating Officer, Head of Credit Review, Head of Group Risk and Key Management Personnel supervising broad risk categories i.e. credit, market and liquidity, operational and strategic risk.
    Chairman Mr. D S P Wikramanayake
    Members Ms. D M A Harasgama, Mr. D M R Phillips PC, Mr. K D W Ratnayake, Mr. Rajendra Theagarajah – Chief Executive Officer
    Mr. Faizan Ozman – Group CFO (representing Strategic Risk)
    Mr. Rohan Muttiah – Chief Operating Officer
    Ms. Nirmala Rayen – VP – Group Risk Management
    Ms. Shanti Gnanaprakasam – VP – Credit Review
    Mr. Priyantha Gamage – AVP – Operational Risk
    Ms. Chamila Chandrapala – Senior Manager – Market risk
  • The Integrated Risk Management Committee was formed in June 2008 replacing the Risk & Credit Committee of the Board, in compliance with the Section 3 (6) of Direction No. 11 of 2007, on the subject "Corporate Governance for Licensed Commercial Banks in Sri Lanka", issued by the Monetary Board of the Central Bank of Sri Lanka under the powers vested in the Monetary Board, in terms of the Banking Act No 30 of 1988. The composition and the scope of work of the Committee are in conformity with the provisions of the said Direction.
  • The Charter of the IRMC was approved by the Board of Directors.
  • The IRMC reviews the risk profile and policies of the Bank, its group companies and their application in the operations of the business in respect of the main risk categories viz. Credit Risk, Operational Risk, Liquidity Risk, Market Risk, Strategic Risks and Compliance, and ensure such risks are managed within the prudent levels decided by the Board of Directors
  •  
  • The purpose of the Committee is to assist the Board in fulfilling its responsibility with respect to
  • Assessing all risks faced by the Bank, its subsidiaries and associate companies, through appropriate risk indicators, dash boards and management information.
  • Specify Risk Appetite and recommend prompt corrective action to mitigate the effects of specific risks in case such risks are at levels beyond the prudent levels decided by the Committee on the basis of Bank’s/ Group’s policies and regulatory and supervisory requirements.

Board Audit Committee

  • The Audit Committee is appointed by the Board of Directors and comprise of 5 Non-Executive Directors. The Chairman of the Committee is an Independent Director and a Fellow member of the Institute of Chartered Accountants of Sri Lanka. The Board Chairman attends almost all meetings as an optional invitee.
  • Chairman Mr. T L F Jayasekera
    Members Mr. D S P Wikramanayake, Mrs. K Fernando, Mrs. W A I Sugathadasa, Mrs. D M A Harasgama,
  • The Audit Committee is governed by a Charter and assists the Board in meeting its oversight responsibilities for maintaining an effective system of internal control, ensuring compliance with legal and regulatory requirements that may have a material impact on the Bank's financial statements, and for meeting its external financial reporting obligations. The Committee meets at least eight times for a year and the minutes of same are tabled at Board meetings
  • The Committee monitors and reviews the effectiveness of the Internal Audit function and on a quarterly basis discusses with management and the internal auditors the internal audit and investigation reports while the reports of the external auditors and the Regulators are reviewed on an annual basis. The Committee is also responsible for oversight and remuneration of the External auditors and annually evaluates the independence and objectivity of the external auditor and the effectiveness of the audit process.

Board Corporate Governance and Legal Affairs Committee

    The principal purposes of the Committee are to assist the Board of Directors of NDB in defining the Governance Role, improving Board processes and ensuring effective governance.

     

    The members of the Corporate Governance and Legal Affairs Committee are as follows.

     
  • Chairperson Ms K Fernando
    Members Mr Ananda W Atukorala, Ms W A I Sugathadasa, Mr D M R Phillips PC and Mr Rajendra Theagarajah (ex-officio member)
  • The Board of Directors has adopted the Charter for the Corporate Governance and Legal Affairs Committee which describes the committee's composition, responsibilities and operations, as well as the manner in which the committee would be carrying out its role.

     

    The Committee is mandated with the task of assisting the Board in ensuring compliance with the Companies Act No 07 of 2007, the Banking Act Directions on Corporate Governance, the Bank's internal Corporate Governance Code and all rules, regulations and guidelines issued by regulatory authorities relating to Corporate Governance for licensed commercial banks and reviewing, on a regular basis, the overall corporate governance of the Bank including its Constitution, the CGLA Charter and the Corporate Governance Code and recommending improvements as appropriate.

Board Related Party Transactions Review Committee

    The Board appointed Related Party Transactions Review Committee is comprised of 6 Board members and the chairman of the Committee is the Chairman of the Bank and an Independent Director as set out below. The Chief Executive Officer (CEO) has been present at meetings only if invited by the Committee. As at 6th September 2016 the Committee comprised of the following;

     
     
  • Chairperson Mr. Ananda W Atukorala
    Members Mr. Trevine Jayasekera, Mr. D S P Wikramanayake, Mrs. D M A Harasgama, Mrs. K Fernando, Mrs. W A I Sugathadasa, Mr. N.S Welikala
  • The Related Party Transactions Committee was formed in compliance with Section 9 of the Listing Rules of the Colombo Stock Exchange which required listed companies to constitute a Related Party Transactions Committee. The composition and the scope of work of the Committee are in conformity with the provisions of the said Section in the Listing Rules. The primary purpose of the Committee is to evaluate and consider all transactions with related parties of the Bank in order to ensure that related parties are treated on par with other shareholders and constituents of the Bank.

     

    In carrying out the duties of the Committee the Committee is required to avoid ‘conflicts of interest’ which may arise from any transaction of the Bank with any person particularly with related parties, ensure arm’s length dealings with related parties whilst also ensuring adherence to the Corporate Governance Directions which requires the Bank to avoid engaging in transactions with related parties in a manner that would grant such parties ‘more favourable treatment’ than accorded to other constituents of the Bank carrying on the same business, to be in line with the security requirements as stated in the Banking Act Directions and to be in compliance with the approval procedure set out in the Banking Act.

The Leadership Team

Corporate Governance Code

National Development Bank PLC believes that good governance is an important ingredient in creating and sustaining shareholder value and ensuring that behaviour is ethical, legal and transparent.

We have in place a well-defined and well-structured governance framework.
Our internal code of corporate governance incorporates applicable law and regulation and sets out our practices for implementing the highest standards relating to corporate governance.

The Bank is governed by the Board and several Board appointed committees. The Board has overall responsibility for leading and controlling the Bank. The Board is of an appropriate size and functions effectively as it comprises of individuals not only with right skills and expertise but also with personal qualities required to be effective stewards of the business. The Board is also supported by robust and independent risk, audit and compliance departments that provide effective oversight.

The Bank's Compliance Policy and Code of Conduct is an integral part of the Bank's governance framework and outlines the standards of professional and ethical conduct. It includes aspects such as general conduct, competence, confidentiality, conflicts of interest, bribery and discrimination.

Keeping effective communication lines open with shareholders remain an important role of the Chairman and the Chief Executive Officer. The views of investors and key stakeholders are escalated to the Board. In order to encourage a healthy engagement with the Bank's customers and stakeholders the Bank has in place a regularly reviewed Customer Charter, a formal Complaint Handling procedure, a communications policy and a Disclosure policy.

Due to the fact that good governance is evolutionary in nature we continue to innovate and adapt our governance practises and framework to meet new demands and grasp new opportunities.

Risk Management Disclosures

Articles of Association

View Articles of Association

Health and Safety

National Development Bank PLC takes great effort in ensuring the wellbeing of all staff. The Bank firmly believes that an employee healthy in body and mind is able to create a more positive impact in the course of carrying out their duties at work which will in turn increase productivity. This undoubtedly will in turn increase productivity in their personal lives and in society at large.

In this light, the Bank encourages all staff to embrace a healthy work-life balance which is reflected in the many welfare programs that are organized. In addition, the Bank takes seriously the wellbeing of all staff while on duty at the Bank. In accordance with its Business Continuity Plan, the Bank has a team of trained first aid officers across the board, and trained psychological first aid officers who are available on site.

The Sports and Recreation Club (SRC) of the Bank provides all staff with a gymnasium that is available for use before and after working hours. Staff are encouraged to utilise these facilities which are fully equipped with state of the art equipment and personal trainers for guidance and support.

Internal Controls

  • Internal control is a process for assuring achievement of an organization's objectives in operational effectiveness and efficiency, reliable financial reporting, and compliance with laws, regulations and policies. The Internal Audit is an independent function providing reasonable assurance to the Board of Directors and Management in respect of the adequacy of the design and operating effectiveness of the banks internal controls.
    Key processes established in reviewing the adequacy and integrity of the system of internal controls are;
  • Establishment of a Board Audit Committee, governed through a Charter approved by the Board in order to assist the Board in meeting its oversight responsibilities for maintaining an effective system of internal control.
  • Internal Audit department checks compliance with policies and procedures and the effectiveness of internal controls based on the approved annual audit plan and reports to the Board Audit Committee.
  • Issues raised by the Internal/External Auditors and the Regulatory authorities are discussed at the Board Audit Committee meetings in order to assess the adequacy and effectiveness of the internal control system.
  • Annual confirmation on the Internal Control environment is given by the Board of Directors in the Annual Report.

Top 20 Shareholders of NDB

Top 20 largest share holders of National Development Bank PLC as at 31 December 2016


NAME NO OF SHARES %
1 BANK OF CEYLON NO. 1 ACCOUNT 16,371,076 9.91%
2 EMPLOYEES PROVIDENT FUND 16,010,248 9.69%
3 MR. R. S. CAPTAIN 13,476,049 8.16%
4 SRI LANKA INSURANCE CORPORATION LTD-GENERAL FUND 9,388,488 5.68%
5 DR. S YADDEHIGE 8,550,285 5.18%
6 SRI LANKA INSURANCE CORPORATION LTD-LIFE FUND 7,805,426 4.73%
7 PERPETUAL TREASURIES LIMITED 7,352,180 4.45%
8 EMPLOYEES TRUST FUND BOARD 5,714,594 3.46%
9 SOFTLOGIC LIFE INSURANCE PLC ACCOUNT NUMBER 03/LIFE SHAREHOLDERS FUND 5,024,252 3.04%
10 SBI VEN HOLDINGS PTE LTD 5,000,000 3.03%
11 BNYMSANV RE-CF RUFFER INVESTMENT FUNDS : CF RUFFER PACIFIC FUND 4,850,000 2.94%
12 HATTON NATIONAL BANK PLC A/C NO 1 4,282,200 2.59%
13 HSBC INTL NOM LTD-BBH-MATTHEWS EMERGING ASIA FUND 3,374,293 2.04%
14 MR. A. K. PATHIRAGE 2,970,000 1.80%
15 PERPETUAL EQUITIES (PRIVATE) LIMITED 2,839,526 1.72%
16 CIC HOLDINGS PLC 2,462,894 1.49%
17 ASIRI CENTRAL HOSPITALS LIMITED 2,403,447 1.45%
18 SOFTLOGIC LIFE INSURANCE PLC-A/C 02 (LIFE FUND) 2,159,746 1.31%
19 DFCC BANK PLC A/C 1 2,000,000 1.21%
20 HSBC INTL NOMINEES LTD-BP2S LONDON-ABERDEEN ASIA SMALLER COMPANIES INVESTMENT FUND 1,683,000 1.02%

Directors' Interest in Shares of NDB

    Directors' interest in shares of National Development Bank PLC as at 31 December 2016

    • NAME NO OF SHARES
      A W ATUKORALA (CHAIRMAN) 500
      A K PATHIRAGE 3,993,000*
      T L F JAYASEKERA -
      MRS.K FERNANDO -
      D S P WIKRAMANAYAKE -
      MRS.W A I SUGATHADASA -
      MRS.D M A HARASGAMA -
      D M R PHILLIPS -
      K D W RATNAYAKA -
      N S WELIKALA -
    • * Includes shares held in the slash account

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Share Price
     
» Date : 2017-04-26
» Opening : 141.90
» Closing : 141.00
» Quantity : 4,297
» High : 141.90
» Lowest : 140.00