Composition
The Related Party Transactions Review Committee appointed by the Board of Directors, presently consists of two Non-Executive Directors and the Chief Executive. N K G K Nemmawatta, an Independent Director is the Chairman of the Committee. J Durairatnam and N H T I Perera are the other members. P M B Fernando functioned as the Chairman of the Committee until 30 June 2022.
The Company Secretary functions as the Secretary of the Committee.
The Committee’s composition met the requirements of the Rule 9.2.2 of Listing Rules of the Colombo Stock Exchange.
Mandate
The Committee adopted as its mandate, the tasks specified in Section 9 of the Colombo Stock Exchange (CSE) Listing Rules. The Board has formally adopted the Terms of Reference of the Committee.
The primary purpose of the Committee is to evaluate and consider all transactions with related parties of the Bank except those exempted transactions as set out in Rule 9.5 of the Listing Rules of the CSE, in order to ensure that transactions with related parties are on normal commercial terms similar to those afforded to non-related parties.
Procedure
The Committee meets as and when required and at least once in a calendar quarter and makes recommendations to the Board for consideration.
The Committee has put in place the necessary processes to identify, review, disclose, and monitor related party transactions according to the provisions contained in the Board approved Related Party Transactions Policy of the Bank.
The Bank obtains on a quarterly basis a declaration from all Key Management Personnel on a structured format to assist in the process of collating related party transactions. Relevant officers are aware of the applicable regulatory requirements relating to related party transactions and they submit a report in the prescribed format to the Committee for transactions that require a review by the Committee.
Meetings
The Committee held fourteen meetings during the financial year to carry out its tasks. The attendance by members is given on page 158 of the Annual Report. The Committee reviewed the related party transactions carried out during the year at its meetings and the proceedings of the Committee meetings were regularly reported to the Board of Directors.
N K G K NEMMAWATTA
CHAIRMAN - RELATED PARTY TRANSACTIONS REVIEW COMMITTEE
17 February 2023