HUMAN RESOURCES AND REMUNERATION COMMITTEE REPORT

COMPOSITION OF THE HUMAN RESOURCES & REMUNERATION COMMITTEE

The Board appointed Human Resources & Remuneration Committee comprised of 6 nonexecutive directors inclusive of the Chairman who is an Independent Director as set out below. The Chief Executive Officer (CEO) has been present at meetings subsequent to being invited by the Committee, other than in instances where matters relating to the CEO have been discussed. The Chairman of the Bank has also been present at meetings by invitation.

As at 31st December 2017 the Committee comprised of the following;

Name of the Board Subcommittee Member

Directorship Status

Membership Status

Mrs Indrani Sugathadasa

Independent

C

A K Pathirage

Non Independent

M

T L F Jayasekara

Independent

M

Mrs. Kimarli Fernando

Independent

M

K D W Ratnayaka

Independent

M

D M R Phillips, PC

Independent

M

A W Atukorala

Independent

I

P L D N Seneviratne

Non Independent

I

C – Chairperson, M – Member, I – by invitation

CHARTER OF THE HUMAN RESOURCES & REMUNERATION COMMITTEE

The Human Resources & Remuneration Committee was formed in compliance with 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 Human Resources & Remuneration Committee was approved by the Board of Directors and is reviewed annually. As part of the annual review process, the Committee reviewed the charter in September 2017 with amendments being made with regard to circulation of papers, minutes and recommendations of the Committee. As per the Charter, the scope of work includes the following;

  • Determining and periodically reviewing the Remuneration Policy (salaries, allowances and other financial payments and perquisites) and remuneration payable relating to executive and/or non-executive directors, the CEO and Key Management Personnel (KMPs) of the Bank in terms of the Remuneration Policy/ Bank’s Articles etc.

  • Recommending to the Board the apportionment of the remuneration perquisites and benefits of the nonexecutive Directors including the Chairman out of total sum determined for the purpose by the shareholders in terms of the Bank’s articles.

  • Reviewing and recommending to the Board in consultation with the Nominations Committee, personnel considered fit and proper for appointment to KMP positions of the Bank.

  • Responsibility of setting and reviewing goals and targets for Directors, CEO and KMPs and determining their periodic revision.

  • Evaluating the performance of the CEO and KMPs against the set goals and targets periodically, and determining the basis for revising remuneration, benefits and other payments of performance based incentives.

  • Considering the succession plans and proposals recommended by the Senior Management of the Bank for all existing KMP positions of the Bank and making necessary recommendations for the approval of the Board.

  • Discussing and assessing with the Management the overall remuneration expenditure on all staff and their distribution among different categories and obtaining information on the remuneration and benefits paid/given to consultants engaged by the Bank.

  • Receiving information on the role and activities of the Human Resources Department and making recommendations for the strengthening of the role of the said department if necessary.

  • Reviewing the recommendations made by the Senior Management on appropriate incentives/awards to achieve objectives such as rewarding performance and retaining KMPs, including the review/ recommendation of share option schemes for employees of the Bank.

  • Reviewing and recommending to the Board any termination payments that are proposed to be paid to directors, the CEO and/or KMPs in the event the same are deemed necessary and ensuring that such payments are in terms of the Remuneration Policy of the Bank and are approved in accordance with applicable statutes, rules and regulations.

COMMITTEE GUIDING PRINCIPLES

The overall focus of the Committee:

  • Setting guidelines and policies to formulate compensation packages, which are attractive, motivating and capable of retaining qualified and experienced employees in the Bank. In this regard, the Committee sets the criteria such as qualifications, experience, skills and competencies required which are to be considered for appointment or promotion to the post of CEO and to KMPs.

  • Setting guidelines and policies to ensure that the Bank upholds and adheres to the provisions of the Laws of the Land, particularly those provisions of the Banking Act No. 30 of 1988, including the Directions issued by the Monetary Board/ Director of Bank Supervision in accordance with the provisions of such Act.

  • Providing guidance and policy direction for relevant matters connected to general areas of Human Resources Management of the Bank.

  • Ensuring that the performance related element of remuneration is designed and tailored to align employee interests with those of the Bank and its main stakeholders which ensure sustainable growth.

  • Structuring remuneration packages of KMPs to ensure that a significant portion of the remuneration is linked to performance which builds a pay for performance culture.

  • Promoting a culture of regular performance reviews to enable staff to obtain feedback from their superiors in furtherance of achieving their objectives and development goals.

  • To develop a robust pipeline of rising talent capable and available to fill key positions in the Bank.

COMMITTEE MEETINGS

The Committee held four (4) meetings during the year under review. The attendance of committee members at meetings is stated in the table on page 216. The quorum for a meeting is three (3) members.

The proceedings of the Committee meetings have been regularly reported to the Board of Directors.

METHODOLOGY USED BY THE COMMITTEE

The Committee acknowledges rewards as one of the essential components in influencing employee behaviour, thus impacting business results. Therefore, the reward programmes are designed to attract, retain and to motivate employees to deliver results by linking performance to demonstrable performance based criteria. In this regard, the Committee evaluates the performance of the CEO and KMPs against the pre-agreed targets and goals that balance short and long term financial and strategic objectives.

The Bank’s variable (bonus) pay plan is determined according to the overall achievements of the Bank and pre-agreed individual targets, which are based on various performance parameters. The level of variable pay is set to ensure that individual rewards reflect the overall performance of the Bank, the particular business unit and individual performance. The Committee makes appropriate adjustments to the bonus pool in the event of over or under achievement against pre-determined targets (in this regard, the Committee can seek external independent professional advice on matters falling within its purview).

The Committee has as a practice ensured that the Bank organizes and takes part in compensation surveys every 2-3 years and has utilized such feedback to ascertain that compensation practices are benchmarked to the “best practices’’ and are relevant and current as far as possible in line with its Remuneration Policy. During the year 2017 the Committee noted the findings of a salary survey conducted by Messrs Ernst & Young and further made appropriate recommendations based on the same.

SUMMARY OF ACTIVITIES

During the year, the Committee, comprehensively reviewed the performance of the KMPs of the Bank for the year 2016 against the set goals and targets and recommended to the Board of Directors of the Bank the increments, bonuses and promotions for the staff members including the KMPs in 2017. The fees paid to the Board of Directors too was renewed in 2017 vis a vis the market etc. The remuneration paid to the Board of Directors is detailed in page 257 in the Annual Report of the Board of Directors. The Committee further noted and agreed on goals and targets of the Board of directors and KMPs for the year 2017.

During the year 2017, the Committee also deliberated on disciplinary matters of staff, and other requests made by staff members and further recommended the promotions of staff/KMPs to positions of Assistant Vice President/Vice President of the Bank.

The Committee and the Nominations Committee, with a view to strengthening the organizational structure of the Bank, also reviewed the expertise, skills and talents of potential candidates both internally and externally in line with internal policies and applicable rules and regulations, in order to fill several senior managerial positions of the Bank. The Committee also carried out the appointment /designation of several KMPs of the Bank in line with the new strategic vision and direction of the Bank and further considered the salient terms and conditions pertaining to all such appointments/ designations of senior management personnel during the year in line with the existing policies and procedures of the Bank.

Additionally, recognizing the need to align the organizational structure of the Bank with the strategy of the Bank, the Committee together with the Nominations Committee of the Bank reviewed and revised the organizational structure and revised the goals and targets of the KMPs of NDB in 2017. Further together with the Nominations Committee as aforesaid the Committee also deliberated in depth the succession needs of the Bank vis a vis each position in the new organizational structure and identified suitable candidates for succession to KMP positions.

The Committee also recommended for approval to the Board of Directors of the Bank the effecting of market adjustments for non-Key Management Personnel of the Bank, based on the findings of a salary survey carried out by Messrs Ernst & Young.

Mrs Indrani Sugathadasa
Chairperson
Human Resources & Remuneration
Committee
20 February 2018
Colombo

NOMINATIONS COMMITTEE REPORT

COMPOSITION OF THE NOMINATIONS COMMITTEE

The Board appointed Nominations Committee is comprised of 4 Board members including a Chairman of the Committee who is an Independent Director as set out below. The Chief Executive Officer (CEO) and other directors have been present at meetings only if invited by the Committee.

As at 31st December 2017 the Committee comprised of the following;

Name of the Board Subcommittee
Member

Directorship Status

Membership Status

A W Atukorala

Independent

C

A K Pathirage

Non Independent

M

T L F Jayasekara

Independent

M

Mrs. Kimarli Fernando

Independent

M

C – Chairman, M – Member

CHARTER OF THE NOMINATIONS COMMITTEE

The Nominations Committee was formed in compliance with Section 3 (6) of Direction No. 11 of 2007, “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 Nominations Committee was approved by the Board of Directors and is reviewed annually. As part of the annual review process, the Committee reviewed the charter in September 2017 with amendments being made with regard to circulation of papers, minutes and recommendations of the Committee.

The Committee carries out the following duties and responsibilities:-

  1. Implements procedures to select/appoint new directors, CEO and Key Management Personnel (KMPs).

  2. Considers and recommends the reelection 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.

  3. Sets out the criteria such as qualifications, experience and key attributes required for eligibility to be considered for appointment or promotion to the post of CEO and the KMPs.

  4. Ensures that directors, CEO and key management personnel are fit and proper persons to hold office as specified in the criteria given in Direction 3(3) and as set out in the Banking Act Direction No. 11 of 2007 on Corporate Governance for Licensed Commercial Banks.

  5. Sets the criteria such as qualifications, experience and key attributes required for eligibility to be considered for appointment to select/appoint fit and proper persons as the Nominee Directors to the Boards of the Bank’s Group Companies.

  6. Considers and recommends from time to time, the requirements of additional/ new expertise and the succession arrangements for retiring directors and KMPs. Companies.

COMMITTEE GUIDING PRINCIPLES

The Committee is tasked with identifying appropriate individuals who may become members of the Boards of National Development Bank PLC and its group companies. For this purpose, the Committee assesses the experience, skills, expertise and competencies of the individuals being considered to be nominated as Directors through the Board approved procedure for selection and appointment of directors. Such procedure envisages the Board carrying out an assessment of the identified candidates against the needs of the Board/s, and the relevant regulatory requirements and applicable statutes so as to determine the fit and proper nature of the directors to be so appointed, if and when a vacancy exists and at such times the Committee considers appropriate.

The Committee also has in place an agreed procedure through the Committee and with the concurrence of the Human Resources and Remuneration Committee of the Board pertaining to the selection/appointment of KMPs internally through promotions and externally through recruitment to ensure that the organizational structure supports the strategic plan and direction of the Bank and that such identified KMPs are ‘fit and proper’ to be promoted/recruited to such positions of the Bank.

COMMITTEE MEETINGS

The Committee met seven (07) times during the year under review, and the attendance of committee members at meetings is stated in the table on page 216 of the Annual Report. The quorum for a meeting is three (3) members.

The proceedings of the Committee meetings have been regularly reported to the Board of Directors.

METHODOLOGY USED BY THE COMMITTEE

The Committee meets as and when necessary in order to assess the suitability of individuals for appointment as directors and KMPs in the manner aforementioned as well as to conduct such other affairs which the Charter of the Committee mandates the Committee to carry out.

SUMMARY OF ACTIVITIES

During the year, the Committee reviewed the appointment of one Director to the Board of Directors of the Bank and further reviewed the appointment of several directors to the Boards of several subsidiary companies of the Bank and also recommended to the Board the re-election of directors retiring by rotation and offering themselves for re-election at the Annual General Meeting in line with the applicable regulations and having reviewed the fitness and propriety of the directors. In the process, the Committee was conscious of board compositions and striking the ideal balance in terms of expertise and experience on boards.

The Committee, with a view to strengthening the organizational structure of the Bank, also reviewed the expertise, skills and talents of potential candidates both internally and externally in line with internal policies and applicable rules and regulations, in order to fill several senior managerial positions of the Bank and further carried out the appointment /designation of several KMPs of the Bank in line with the new strategic vision and direction of the Bank. Additionally, recognizing the need to align the organizational structure of the Bank with the strategy of the Bank, the Committee together with the Human Resources and Remuneration Committee of the Bank reviewed and revised the organizational structure and revised the goals and targets of the KMPs of NDB in 2017.

The Committee further deliberated in depth the succession needs of the Bank vis a vis each position in the new organizational structure and identified suitable candidates for succession to KMP positions. In the process, the Committee also identified certain gaps and vacancies which it has and is in the process of pro-actively filling. The Succession Plan of the Bank which was recommended by the Committee, has been submitted to and approved by the Board.

A W Atukorala
Chairman
Nominations Committee

20 February 2018
Colombo

STRATEGIC ISSUES COMMITTEE REPORT

The Board appointed Strategic Issues Committee is comprised of 5 Board members including a Chairman of the committee who is an Independent Director as set out below. Other directors and members of the management team attend meetings upon invitation by the Committee.

COMPOSITION AS AT 31ST DECEMBER 2017

Name of the Board Subcommittee Member

Directorship Status

Membership Status

A W Atukorala

Independent

C

A K Pathirage

Non Independent

M

T L F Jayasekara

Independent

M

Mrs. Kimarli Fernando

Independent

M

D S P Wikramanayake

Non Independent

M

N S Welikala (retired w.e.f 30th April 2017)

Independent

M

C – Chairman, M – Member

CHARTER OF THE COMMITTEE

With the formation of the Strategic Issues Committee as a Board sub-committee, its Charter has been approved by the Board and is reviewed annually. Accordingly, the Committee reviewed the charter in December 2017 with amendments being made to the Charter with regard to Minutes and Recommendations.

The Committee carries out the following duties and responsibilities:-

  1. Providing the strategic direction and strategic thinking of the Board to the management in the development and implementation of the Bank’s strategic plan.

  2. Developing the Bank’s strategy and its implementation together with the management.

  3. Reviewing and assessing the formulation and implementation of strategic plans developed by the management and approved by the Board.

  4. Guiding and assisting the management in implementing strategic decisions taken by the Board.

  5. Reviewing and evaluating 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.

The Committee is responsible for determining the following decisions:

  • Approving of all strategic investments and divestments and recommending the same to the Board.

  • Approving the periodical strategic plan (covering 3-5 years or more) and recommending the same to the Board.

  • Approving any significant amendments to the existing strategic plan and recommending the same to the Board.

COMMITTEE GUIDING PRINCIPLES

The primary purposes of the Committee comprise of the examination and broad evaluation of strategic issues of a regular as well as of an ad hoc nature whilst also recommending any action required to be taken by the Board of Directors of the Bank.

The Committee serves as a catalyst as well as an observer of the development and implementation of the Bank’s business strategies and additionally assists the Board in maintaining a close nexus with the management in the strategic planning process which comprises reviewing and assessing of the business strategy plans developed by the management and subsequently approved by the Board.

COMMITTEE MEETINGS

The Committee held three (03) meetings during the year under review whilst several discussions of strategic nature were also conducted during Board meetings with the attendance of the full Board, taking into consideration the urgency and importance of the matters discussed.

The attendance of committee members at meetings is stated in the table on page 216. The quorum for a meeting is four (04) members.

The proceedings of the Committee meetings have been reported to the Board of Directors.

METHODOLOGY USED BY THE COMMITTEE

The Committee meets as and when necessary in order to inter alia; deliberate in detail on matters of strategic importance to the Bank and the NDB Group so as to advise the Board in a timely manner. The Committee meets to examine and evaluate any strategic issues that may arise and further to evaluate any changes to strategic plans/decisions already in place, as well as to conduct such other affairs which the Charter of the Committee mandates the Committee to carry out.

SUMMARY OF ACTIVITIES IN 2017

At the meetings held during the year under review the Committee engaged in detailed deliberations on the Strategic Review carried out by the management with expert advice from the International Finance Corporation in early 2017. The Committee thereafter recommended the Strategic Plan for 2017- 2020 for the approval of the Board. In line with the revised strategy of the Bank for the period 2017-2020, the Committee also recommended the Budget of the Bank for the year 2017. The Committee further reviewed and amended the charter of the Committee.

APPRECIATION

The Committee wishes to convey its sincere gratitude to former member N S Welikala for his valuable contribution to the Committee during his tenure.

A W Atukorala
Chairman
Strategic Issues Committee
20 February 2018
Colombo

BOARD INTEGRATED RISK MANAGEMENT COMMITTEE REPORT

COMPOSITION OF THE INTEGRATED RISK MANAGEMENT COMMITTEE

The Board appointed Integrated Risk Management Committee comprised of 4 Board members including the Chairman of the Committee who is a Non-Independent Director as set out below. The Chief Executive Officer, Vice President – Group Risk and the Compliance Officer are also members of this Committee.

COMPOSITION AS AT 31ST DECEMBER 2017

Name of the Board Subcommittee Member

Directorship Status

Membership Status

D S P Wikramanayake

Non Independent

C

D M R Phillips, PC

Independent

M

K D W Ratnayaka

Independent

M

R Semasinghe

(appointed w.e.f. 01st Dec 2017)

Independent

M

D Seneviratne

Non Independent

M

Ms. N Rayen (Vice President - Group Risk Management),

Non Director

M

Ms. M Bandara Nanayakkara (Compliance Officer)

Non Director

M

C – Chairman, M – Member

CHARTER OF THE COMMITTEE

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 and is reviewed annually. As part of the annual review process, Committee reviewed the charter in February 2017. The charter was reviewed again in November 2017 in order to incorporate some of the functions pertaining to Compliance and Legal Affairs with the dissolution of the Corporate Governance and Legal Affairs Committee. As per the Charter, the scope of work includes the following;

  • Work closely with key management personnel and make decisions on behalf of the Board within the framework of the authority and responsibility assigned to the Committee

  • Assess all risks of the Bank and Group on a monthly basis through appropriate risk indicators and management information. • Submit a risk assessment report within a week of each meeting to the Board seeking the Board’s views, concurrence and/or specific directions.

  • Review the adequacy and effectiveness of all management level committees such as the Credit Committees, Credit and Market Risk Policy Committee, Operational Risk Policy Committee and the Asset-Liability Committee to address specific risks and to manage those risks within quantitative and qualitative risk limits as specified by the Committee/ Board

  • Take prompt corrective action to mitigate the effects of specific risks in the case such risks are at levels beyond the prudent levels decided by the Committee/ Board on the basis of the bank’s policies and regulatory and supervisory requirements.

  • Take appropriate action against the officers who fail to identify specific risks, and/ or take prompt corrective actions as recommended by the Committee, and / or as directed by the Director of Bank Supervision. The course of action to be taken against staff would be governed by the HR disciplinary action procedure in force.

  • Review and discuss the scope of work of the Group Risk Management Department.

  • Receive copies of regulatory examination reports pertaining to matters that are within the purview of the Committee and Management’s responses thereto.

COMMITTEE GUIDING PRINCIPLES

  • Responsible to the Board of Directors and the Committee’s role is one of oversight

  • Management is responsible for designing, implementing and monitoring an effective risk program.

  • Line business managers are responsible for managing risks in the areas for which they are responsible.

  • Each member of the Committee shall be entitled to rely in good faith on the integrity of those persons from whom he or she receives information.

COMMITTEE MEETINGS

The Committee held five meetings, during the year under review to discuss the normal scope of work and one additional meeting to discuss the ICAAP Framework of the Bank. Attendance of Committee Meetings is given on page 216 The proceedings of the Committee meeting have been reported to the Board of Directors. Key members of the staff participate at the meetings as appropriate.

METHODOLOGY USED BY THE COMMITTEE

  • Assess 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.

SUMMARY OF ACTIVITIES IN 2017

Credit Risk

  • Reviewed and approved policies and operating guidelines related to Risk Management Policy on Bank’s Exposure to Stock Market Activities, Policy on Cross Border Exposure, Impairment Policy and Loan Review Policy

  • Reviewed portfolio quality covering

    • The amount, characteristics, concentrations and quality of the Bank’s loan portfolio, large credit exposures, sector and geographical distribution of portfolio, NPL analysis based on business lines, product category, sector wise

    • Exposure to Stock Market Activities / Margin Trading Exposure Reports

    • Collections and Recoveries

    • Portfolio Value at Risk

    • Country Risk Exposures

  • Reviewed work carried out by the Credit Committees, Credit and Market Risk Policy Committee by reviewing the decisions taken by each committee

Operational Risk

  • Reviewed and approved policies related to Operational Risk, namely Operational Risk Policy, Operational Risk Data Collection paper, Risk and Control Self-Assessment paper, Key Risk Indicators Methodology paper and Business Continuity Framework.

  • Reviewed operational risk issues, including but not limited to:

    • Significant Operational Risks and Losses.

    • Key Risk Indicators related to HR, Information Technology, Account Reconciliations, Audit points and Compliance related incidents.

    • The adequacy of the Bank’s Business Continuity and Disaster Recovery planning including the review of results of Business Continuity Plan (BCP) / Disaster Recovery (DR) drills.

  • Reviewed work carried out by the Operational Risk Policy Committee including the decisions taken by the Committee

Liquidity and Market Risk

  • Reviewed and approved the Bank’s policy framework, procedure guidelines, terms of references (TOR’s) for the management of Market and Liquidity Risk, to ensure the same is designed to facilitate the identification and assessment of the above risks and adequacy of controls.

  • Reviewed and approved the Market and Liquidity Risk limit framework based on the Bank’s risk appetite to optimize business potential

  • Reviewed exposures/information and monitor the effectiveness of the management of Market and Asset Liability Risk Management, including

    • Strategies and other relevant issues related to financial market activities and business environment.

    • Financial position, forecasts and business performance.

    • Market risk analysis & stress testing.

    • Analysis of Asset Liability Committee (ALCO) reports and decisions taken by each committee and assess effectiveness of the committees in line with TOR.

    • Liquidity risk analysis & stress testing

    • Treasury Dealing Room positions, limits, exposures and limit compliance

    • Counterparty exposures.

Compliance

  • Monitors and assesses the Bank’s compliance with laws, regulations and regulatory obligations based on the Quarterly Compliance Report submitted to the Committee

  • Ensures that the compliance framework, policies and processes are designed to manage, monitor and report compliance and to minimize potential for breaches, fines or penalties and to ensure that appropriate remedial action is taken to address instances of non-compliance.

  • Keeps abreast of any emerging regulatory developments

  • Reviewed and approved the Anti-Money Laundering and Suppression of Terrorist Financing framework, procedures, guidelines to ensure that is Risk Based and the same is designed to facilitate the identification and assessment of the above risks and adequacy of controls in this area.

  • Reviewed and approved the Annual Compliance Program work carried out.

  • Track progress of action to be taken for supervisory concerns identified by CBSL and ensure timely completion of same.

  • Ensure effective implementation of governance related policies at the Bank which included the Compliance Policy and Code of Conduct, the Securities Trading Policy and the Anti-Bribery and Corruption Policy and Related Party Transaction monitoring.

Others

  • The Committee reviewed the Key Risk Indicators of the Group Companies on a monthly basis through the monthly KRI statements and quarterly Risk Assessment Report. Group Companies covered are NDB Investment Bank, NDB Capital Holdings, NDB Wealth Management, NDB Securities, NDB Capital Bangladesh, NDB Zephyr and Development Holdings

  • Reviewed and approved Annual Review of Internal Capital Adequacy Assessment Process (ICAAP) Document for 2017

  • Reviewed performance against Risk Appetite

  • Reviewed/approved the Integrated Risk Management Framework, Stress Testing Policy and Framework, Model Validation Policy, Valuation Policy and Title Policy of the Bank

Appreciation

The Committee wishes to convey its sincere gratitude to its former members, Ms. Anula Harasgama and Mr. Nihal Welikala for their valuable contribution to the Committee during the year.


D S P Wikramanayake
Chairman
Integrated Risk Management Committee


20 February 2018
Colombo

BOARD AUDIT COMMITTEE REPORT

COMPOSITION

The board appointed Audit Committee comprised of 5 Board members. During the year 2017 the Committee comprised of the following;

Name of the Board Subcommittee Member

Directorship Status

Membership Status

T L F Jayasekara

Independent

C

D S P Wikramanayake

Non Independent

M

Mrs. Indrani Sugathadasa

Independent

M

Mrs. Kimarli Fernando

Independent

M

R Semasinghe

(Appointed w.e.f 1st December 2017)

Non Independent

M

N S Welikala

(Resigned w.e.f 30th April 2017)

Independent

M

Mrs. D M A Harasgama

(Resigned w.e.f 30th June 2017)

Non Independent

M

C – Chairman, M – Member

  • The Chairman of the Committee, Mr. T L F Jayasekara who is an Independent Non- Executive Director, is a Fellow Member of the Institute of Chartered Accountants of Sri Lanka and counts many years of experience in the Financial Services industry. The Vice President Group Audit functions as the Secretary to the Committee.

    CHARTER OF THE COMMITTEE

    The Charter of the Committee approved by the Board, clearly defines the Terms of Reference of the Committee and is periodically reviewed and revised with the concurrence of the Board of Directors. This process ensures that new developments relating to the Committee’s functions and concerns are adequately addressed. The Audit Committee Charter was last reviewed and approved by the Board of Directors in the third quarter of 2016.

    The Audit Committee is responsible to the Board of Directors and reports on its activities regularly. The functions of the Audit Committee are geared to assist the Board of Directors in its general oversight on financial reporting, internal controls and functions relating to internal and external audit.

    GUIDING PRINCIPLES

    The Committee functions are structured and regulated in accordance with the guidelines issued in the Banking Act Direction No.11 of 2007 on ‘Corporate Governance for Licensed Commercial Banks in Sri Lanka’ and its subsequent amendments (hereinafter referred to as the “Direction”), ‘Rules on

    Corporate Governance under Listing Rules of the Colombo Stock Exchange’ and ‘Code of Best Practice on Corporate Governance’ issued jointly by The Institute of Chartered Accountants of Sri Lanka (CASL) and the Securities and Exchange Commission of Sri Lanka (SEC).

    COMMITTEE MEETINGS

    The Committee held seven meetings during the year to discuss the matters coming under their preview. Attendance of the Committee members are given on page 216. The formalized Minutes of the Committee meetings with details of matters discussed are regularly tabled at Board meetings.

    Vice President Group Audit, Chief Executive Officer and the Bank’s External Auditors attended all meetings. The Committee also invited members of the Senior Management of the Bank to participate in the meetings from time to time on a need basis.

    The Chairman of the Bank as an optional invitee also attended two meetings during the year. The Audit Committee met the External Auditors twice during the year, without the presence of CEO and the Corporate Management, to ensure that the Auditors had the independence to discuss any concerns and express their opinions on any matter and also for the Committee to have the assurance that the management has fully provided all information a

    METHODOLOGY USED BY THE COMMITTEE

    • Review the Interim Financial statements and the Bank’s annual Financial Statements in order to monitor the integrity of such statements prepared for disclosure, prior to submission to the Board of Directors.

    • Examine any matter relating to the financial and other connected affairs of the Bank.

    • Ensure that efficient and sound financial reporting systems are in place and are well managed in order to provide accurate, appropriate and timely information to the Board of Directors, Regulatory Authorities, the Management and Other Stakeholders.

    • Ensure the Bank has adopted and adhere to policies which firmly commits the Bank to achieve the highest standards of good corporate governance practice.

    • Review the quality and the appropriateness of Accounting policies and their adherence to statutory and regulatory compliance requirements and applicable Accounting Standards.

    • Review the outcome of the annual Risk Assessment Process and Internal audit plan assessing independence and performance of the Internal Audit function.

    • Review internal audit reports and liaising with Management in taking precautionary measures to minimize control weaknesses, procedure violations, frauds and errors.

    • Review External Audit Management Letter and Statutory inspection reports in relation to matters under Board Audit Committee (BAC) purview and follow up on their findings and recommendations.

    SUMMARY OF ACTIVITIES IN 2017

    Reporting of Financial Position and Performance

    The Committee assists the Board to discharge their responsibility in the preparation of Financial Statements that evidence a true and fair view on the financial position and performance in accordance with the Bank’s accounting records and as per the stipulated requirements of the Sri Lanka Accounting Standards. The Committee reviews;

    • The adequacy and effectiveness of the Internal Controls, Systems and Procedures over Financial Reporting.

    • The effectiveness of the Financial Reporting Systems in place to ensure reliability of the information provided to the stakeholders.

    • The Bank’s Financial Statements, Accounting Policies and practices and reasonableness of the underlying assumptions for estimates and judgments made in preparing the Financial Statements.

    • The processes by which compliance with Sri Lanka Accounting Standards (SLFRS/ LKAS) and other regulatory provisions relating to financial reporting and disclosures are ensured.

    • The Annual Report and Accounts, and the Interim Financial Statements prepared for publication together with the press releases prior to submission to the Board.

    Compliance with the Revised Sri Lanka Accounting Standards

    The adoption of the revised Sri Lanka Accounting Standards (SLFRS/LKAS) and the impact of the same on the Bank’s Financial Statements have been independently validated by the External Auditors during their year-end audit and the process was continuously reviewed by the Committee.

    The Committee also has taken into consideration the requirements of the Accounting Standard- SLFRS 9 on “Financial Instruments” that has been issued with the effective date of January 01 2018, approved the Product Policy Paper on Classification of Financial Instruments.

    Mechanism of Internal Controls

    During the year, the Committee reviewed the effectiveness of the Bank’s Internal Control System and the CEO’s quarterly confirmation on the internal control environment. Additionally, the Committee assessed the effectiveness of the Bank’s internal controls over financial reporting as of 31st December 2017, as required by the Banking Act Direction No.11 of 2007, Corporate Governance for Licensed Commercial Banks in Sri Lanka, Subsection 3(8) (ii) (b), based on the “Guidance for Directors of Banks on the Directors’ Statement on Internal Control” issued by The Institute of Chartered Accountants of Sri Lanka. The result of the assessment is given on pages 283 and 284 in the “Directors’ Statement on Internal Control” in the Annual Report. The External Auditors have also issued an Assurance Report on the Directors’ Statement on Internal Controls. The report is given on page 286 of the Annual Report.

    The Committee also regularly reviews the Internal Control Procedures in place to ensure that necessary control and mitigating measures are available in respect of newly identified risks.

    Group Audit

    The Committee ensures that the Internal Audit Function is independent of the activities it audit and that the audits are performed with impartiality, proficiency and due professional care.

    The Vice President Group Audit reports directly to the Board Audit Committee. The Bank has adopted a risk- based audit methodology and audit approach. The Audit universe consists of all Auditable Areas/ processes of the banking group, which are audited annually based on a risk based audit plan approved by the BAC.

    The Bank has adopted a risk- based audit methodology and audit approach. The Audit universe consists of all Auditable Areas/ processes of the banking group, which are audited annually based on a risk based audit plan approved by the BAC.

    A risk grading matrix has been adopted for assessing and measuring the risks identified during audit assignments carried out by the Group Audit.

    The Audit Committee reviewed the findings along with the management action plans of the audits completed and their evaluation of the Bank’s internal control systems. The Committee also reviewed the coverage including the action plans given to address the issues and the implementation status.

    Major findings of internal investigations with recommendations of the management were discussed by the Committee in detail.

    The Audit Committee reviewed the independence, objectivity & performance of the Group Audit function and the adequacy of its resources. The Audit Committee also evaluated the performance of Vice President Group Audit and reviewed the performance of the senior staff members of the Group Audit function.

    Group Audit Charter and Audit Manual

    The Group Audit function is governed by the Group Audit Charter which defines the mission, authority, responsibility, independence, reporting, commitment and access in order to assist Group Audit to discharge its function independently. The Group Audit Charter and the Audit Manual were revised and approved in June 2017 by the Board.

    External Audit

    The Audit Committee undertook the annual evaluation of the independence and objectivity of the External Auditor and the effectiveness of the audit process.

    During the audit, the External Auditor presented to the Committee their audit approach and procedures, including matters relating to the scope of the audit and Auditor’s independence.

    The Committee reviewed the audited Financial Statements with the External Auditor responsible for expressing an opinion on its conformity with the Sri Lanka Accounting Standards.

    The Committee also reviewed the Management Letter issued by the External Auditor and the management responses thereto.

    The Audit Committee was of the view that the Non-Audit Services provided by the External Auditor were not within the category of services identified as prohibited under:

    1. 1. The guidelines issued by the Central Bank of Sri Lanka for External Auditors, relating to their statutory duties in terms of Section 39 of Banking Act No.30 of 1988 and amendments thereto.

    2. 2. The guidelines for Listed Companies on Audit and Audit Committees issued by the Securities and Exchange Commission of Sri Lanka.

    In carrying out the overseeing responsibilities, the Committee adopted the overview principles of the Basel Committee on Banking Supervision on External Audits of the Banks, issued in March 2014.

    Re-appointment of External Auditor

    The Audit Committee performed an evaluation of the External Auditor based on certain defined criteria and recommended to the Board of Directors that Messrs. Ernst and Young, Chartered Accountants, to be reappointed for the financial year ending 31st December 2018 subject to the approval of the shareholders at the next Annual General Meeting.

    Oversight on Regulatory Compliance

    The Group Audit performed verifications covering mandatory banking and other statutory requirements during their process audits ensuring that systems and procedures are in place to ensure compliance with such requirements. The Group Audit also conducted a special audit assignment on Exchange Control requirements, as a further monitoring measure.

    Good Governance and Whistle Blowing

    The Bank’s Whistle Blowing Policy was also revised in March 2017. The Policy is intended to serve as a channel of corporate fraud risk management. The policy will educate and encourage any team member who has a legitimate concern on an existing or potential “wrong doing”, done by any person within the Bank, to come forward voluntarily, and bring such concern to the notice of an independent designated authority. All appropriate procedures were in place to conduct independent investigations into incidents reported through whistle-blowing. The Whistle Blowing Policy guarantees the maintenance of strict confidentiality of the identity of the whistle- blowers.

    Evaluation of the Audit Committee

    The Audit Committee carried out a formal self-evaluation/appraisal on the effectiveness of the Committee and reported the results of the same to the other members of the Board. The Board concurred that the Committee had carried out its responsibilities in an effective and satisfactory manner.

    APPRECIATION

    The Committee wishes to convey its gratitude to former members N S Welikala and Mrs. D M A Harasgama for their valuable contribution.

    T L F Jayasekara
    Chairman
    Audit Committee

    20 February 2018
    Colombo

    RELATED PARTY TRANSACTIONS REVIEW COMMITTEE REPORT

    The Board appointed Related Party Transactions Review Committee is comprised of 6 Board members including a Chairman of the Committee who is an Independent Director.

    The Chief Executive Officer (CEO) attends meetings upon invitation by the Committee.

    Name of the Board Subcommittee Member

    Directorship Status

    Membership Status

    A W Atukorala

    Independent

    C

    T L F Jayasekara

    Independent

    M

    D S P Wikramanayake

    Non Independent

    M

    Mrs. Kimarli Fernando

    Independent

    M

    Mrs. Indrani Sugathadasa

    Independent

    M

    Mr. R Semasinghe

    Non Independent

    M

    N S Welikala

    (Retired w.e.f 30th April 2017)

    Independent

    M

    Mrs. D M A Harasgama

    (Resigned w.e.f 30th June 2017)

    Non Independent

    M

    C – Chairman, M – Member

    CHARTER OF THE COMMITTEE

    The Board of Directors of the Bank constituted a Related Party Transactions Review Committee voluntarily in December 2014 further to the provisions contained in Section 9 of the Listing Rules of the Colombo Stock Exchange (CSE) so as to ensure compliance with the Rules pertaining to Related Party Transactions as set out in the Listing Rules of the CSE, which required mandatory compliance from 1 January 2016. 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 Terms of Reference (TOR) of the Related Party Transactions Review Committee was approved by the Board of Directors and is reviewed annually. As part of the annual review process, the Committee reviewed the TOR in November 2017 with amendments being made with regard to Minutes and Recommendations.

    The primary objective of the Committee is to assess 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.

    The Committee carries out the following duties and responsibilities;

    • 1. Reviewing to evaluate and to determine the advisability of any Related Party Transactions except for transactions set out in Rule 9.5 of the CSE Listing Rules, that require consideration by the Committee under the Related Party Policy of the Bank;

    • 2. Approving or rejecting Related Party Transactions upon the required internal approvals being obtained.

    • 3. Determining whether the relevant Related Party Transaction is fair to, and in the best interests of, the Bank and its stakeholders; and

    • 4. Recommending to the full Board what action, if any, should be taken by the Board with respect to any Related Party Transaction.

    • 5. Recommending to the full Board where necessary that the approval of the shareholders of the Bank be obtained by way of a Special Resolution prior to the concerned transaction being entered into as specified in Section 9.1 and 9.4 of the Listing Rules, where necessary.

    COMMITTEE GUIDING PRINCIPLES

    The Committee is entrusted with evaluating and considering all transactions with related parties of the Bank except the exempted transactions as per the Listing Rules of the CSE, in order to ensure that related parties are treated on par with other shareholders and constituents of the Bank and related party transactions are evaluated according to the applicable rules and regulations. To this end the Committee shall ensure that necessary processes are in place to identify, approve, disclose and monitor related party transactions according to the provisions contained in the Board approved Related Party Transaction Policy pertaining to the Bank and its subsidiaries.

    The Committee is required to carry out the aforementioned approval of the related parties and related party transactions in line with the regulations issued by the Central Bank of Sri Lanka, the Colombo Stock Exchange and/ or Securities and Exchange Commission of Sri Lanka, the Banking Act Directions, the Companies Act requirements and the Sri Lanka Accounting Standards.

    COMMITTEE MEETINGS

    The Committee met four (04) times during the year under review, and the attendance of committee members at meetings is stated in the table on page 216 of the Annual Report. The quorum for a meeting is four (04) members.

    The proceedings of the Committee meetings are formally documented and have been regularly reported to the Board of Directors. The Board of Directors take due consideration of the comments/observations made by the Committee and the approvals granted by the Committee for Related Party Transactions.

    METHODOLOGY USED BY THE COMMITTEE

    In carrying out the duties of the Committee the Committee avoids ‘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, in Take a closer look 279 line with the security requirements as stated in the Banking Act Directions and in compliance with the approval procedure set out in the Banking Act.

    The Committee is also guided by the Listing Rules of the CSE pertaining to Related Party Transactions, the Board approved Related Party Transaction Policy and the Terms of Reference of the Committee and when reviewing the transactions, takes into consideration the Related Party’s relationship to the Listed Entity and interest in the transaction, the material facts of the proposed transaction including the aggregate value of the same, the benefits to the Listed Entity of the proposed transaction, the availability of other sources of comparable products or services and further carries out an assessment of whether the proposed Related Party Transaction is on terms generally available to an unaffiliated third party under the same or similar circumstances.

    SUMMARY OF ACTIVITIES IN 2017

    During the preceding year the Committee approved/ratified transactions relating to the procurement of goods and services carried out by the Bank/its subsidiaries with various related parties on an ‘arms-length’ basis. The Committee also considered and approved the entering into lease agreements with related parties of the Bank and renewed the Terms of Reference of the Committee.

    The Committee noted that the Bank has not entered into any transactions as contemplated in Section 9.1.1 and 9.1.2 of the Listing Rules of the CSE and that accordingly there are no disclosures to be made in this regard in accordance with Section 9.3.2 (a) and 9.3.2 (b) of the Listing Rules of the CSE. The Committee has reviewed the Related Party Transactions of the Bank during the period of 1 January 2017 to 31 December 2017 and has thus complied with the rules pertaining to Related Party Transactions as set out in Section 9 of the Listing Rules of the CSE.

    APPRECIATION

    The Committee wishes to convey its sincere gratitude to former members Mrs. D M A Harasgama and N S Welikala for their valuable contribution to the Committee.

    A W Atukorala
    Chairman

    Related Party Transactions Review Committee
    20 February 2018
    Colombo

    BOARD CREDIT COMMITTEE REPORT

    redit Committee comprised of six Board members. During the year 2017 the Committee comprised of the following

    Composition As At 31st December 2017

    Name of the Board Subcommittee 
    Member

    Directorship Status

    Membership Status

    Mrs. Kimarli Fernando

    Independent

    C

    A W Atukorala

    Independent

    M

    A K Pathirage –

    Non Independent

    M

    D M R Phillips, PC

    Independent

    M

    Mrs. W A I Sugathadasa

    Independent

    M

    D Seneviratne (CEO)

    Non Independent

    M

    Mrs. D M A Harasgama (resigned 
    w.e.f. 30th June)

    Non Independent

    M

    C – Chairman, M – Member

    CHARTER OF THE COMMITTEE

    The Board Credit Committee (BCC) was formed in June 2017 and the Charter of the BCC was approved by the Board of Directors in July 2017 and is to be reviewed annually. As per the Charter, the scope of work includes the following,

    • Review and approve credit proposals coming under the Committee’s Delegated Level of Authority

    • Review and approve facilities of Retail Banking (under Product Program Guide) which currently require Board approval

    • Review and approve any material changes in respect of credits approved by the Committee (including changes in security/ facility terms and conditions/ interest margins/ pricing and waivers)

    • Pre-clearances of proposals (if Business Lines deem necessary) of any Board level approvals

    • Approve all Counterparty (Bank) limits falling within the policy guidelines approved by Board

    • Review and recommend to IRMC on any changes to the credit policy

    COMMITTEE GUIDING PRINCIPLES

    • Responsible to the Board of Directors

    • Business Lines and the Management Level Credit Committees are responsible for managing the risks in the areas for which they are responsible.

    • Each Member of the Committee shall be entitled to rely in good faith on the integrity of those persons from whom he or she receives information.

    COMMITTEE MEETINGS

    The Committee held four meetings, during the year under review to discuss the normal scope of work and one initial meeting to agree on the Terms of Reference. The proceedings of the Committee meetings have been reported to the Board of Directors. The attendance of details of the meetings held is stated in the table on page 216.

    METHODOLOGY USED BY THE COMMITTEE

    Review the Credit Proposals submitted by the Business Line, its risks and adequacy of pricing or covenants to mitigate the identified risks. Key staff members are required to present the proposals and answer any queries as and when required.

    SUMMARY OF ACTIVITIES IN 2017

    During the meetings held in 2017 the Committee carried out the following activities

    • Agreed on the Terms of Reference of the Committee and propose for approval of the Board of Directors

    • Reviewed Delegated Authority Limits of Committee as well as the management level credit committees and recommended changes to be incorporated in the final proposal for the approval of Board of Directors

    • Reviewed and recommended eight credit proposals for the approval of the Board of Directors

    • Reviewed and approved twelve credit proposals comprising of new facilities, annual review of revolving facilities, changes to terms and conditions of facilities already approved. In three instances requests were declined / deferred.

    • Reviewed and approved six proposals related to renewal of Bank Counter Party limits.

    Mrs. Kimarli Fernando
    Chairperson

    Board Credit Committee

    20 February 2018
    Colombo