Composition of the Nomination Committee

The Nomination Committee of the Bank as at the end of the year comprised of the following Independent Non-Executive Directors of the Bank:

Mr. D.S. Weerakkody - Chairman
(appointed w.e.f. December 30, 2011)

Mr. K.G.D.D. Dheerasinghe
(appointed w.e.f. December 30, 2011)

Prof. U.P. Liyanage, a Non-Independent Non-Executive Director was appointed to the Committee w.e.f. December 14, 2011.

Mr. B.R.L. Fernando who was a Member of the Committee until December 31, 2011 relinquished his services upon relinquishing of duties as a Director of the Board w.e.f. December 31, 2011.

Mr. A.L. Gooneratne, Managing Director, attended Meetings by invitation. Mr. W.M.R.S. Dias, Chief Operating Officer of the Bank attended Meetings to represent the Managing Director, in his absence.

Mr. M.J.C. Amarasuriya, who functioned as the Chairman of the Committee during the year relinquished his services upon resignation from the Board of Directors w.e.f. December 30, 2011.

The Committee Members are appointed by the Board of Directors of the Bank. Refer brief profiles of each member of the Committee.

Mrs. R.R. Dunuwille, the Company Secretary of the Bank, functions as the Secretary of the Committee.

Charter of the Nomination Committee

The mandate of the Committee includes inter-alia the following;

• To implement a procedure to select/appoint new Directors and Chief Executive Officer.
• To consider and recommend (or not recommend) the re-election of current Directors, taking into account the performance and contribution made by them towards the overall discharge of the Board’s responsibilities.

• To set the criteria such as qualifications, experience and key attributes required for eligibility to be considered for appointment or promotion to the post of Chief Executive Officer.
• To ensure that Directors and Chief Executive Officer are fit and proper persons to hold office as per the criteria set out in the Direction issued by the Central Bank of Sri Lanka and relevant statues.
• To consider and recommend from time to time, the requirements of additional/new expertise and the succession arrangements for retiring Directors.
• To make recommendations on any other matter/s referred to it by the Board of Directors.

Nomination Committee Meetings

The Committee held four Meetings during the year under review to consider and recommend new Directors in place of those who resigned/relinquished their services and to assess the fitness and propriety of each of the Directors holding office in conformity with the Directions of the Monitory Board of the Central Bank of Sri Lanka relating to Corporate Governance and other relevant provisions of statutes. The attendance of Committee Members at Meetings is stated in the table. The proceedings of the Committee Meetings are regularly reported to the Board of Directors.

Methodology Adopted by the Nomination Committee

The Committee continues to work closely with the Board in reviewing regularly, the skills needed for the Board. The Committee is satisfied that the representation of skills on the Board is appropriate for the Bank’s current needs.



D.S. Weerakkody
Chairman - Board Nomination Committee

Colombo
February 09, 2012