Policy On Corporate Governance, Nominations And Re-election Of Key Responsible Persons

1.1. This document shall be referred to as the Policy on Corporate Governance, Nominations and re-election of Key Responsible Persons at Central Finance Company PLC.
1.2. The purpose of this document is to set out the policies relating to corporate governance, nominations and re-elections of Key Responsible Persons as required under the Listing Rules of the Colombo Stock Exchange.

“Articles”                              –      the Articles of Association of Central Finance Company PLC
“Board”                                –      the Board of Directors of Central Finance Company PLC
“CBSL”                                  –     Central Bank of Sri Lanka
“Company”                           –     Central Finance Company PLC
“CSE”                                    –     the Colombo Stock Exchange
“Direction No. 05”                –     Finance Business Act Direction No. 05 of 2021 on corporate governance issued by the CBSL
“Direction No. 06”                –     Finance Business Act Direction No. 06 of 2021 on the assessment of fitness and propriety of key responsible persons issued by the CBSL
“Listing Rules”                      –     the Listing Rules of the CSE
“Key Responsible Persons”   –     as defined in Direction No. 06

3.1. The Company shall adhere to the rules on corporate governance set out in Direction No. 05, the Section 9 of the Listing Rules and any other regulations that may be issued from time to time.
3.2. Furthermore, the Company voluntarily adheres to the principles set out in the Code of Best Practice on Corporate Governance issued by the Institute of Chartered Accountants of Sri Lanka.

4.1. The Company shall adhere to the rules on the assessment of fitness and propriety set out in Direction No. 06, the Listing Rules and any other regulations that may be issued from time to time.
4.2. The re-election of directors is governed by the provisions in the Articles of Association of the Company and Direction No. 5.
4.3. All appointments of Key Responsible Persons will be reviewed by the Nominations and Governance Committee and approved by the Board on their recommendation.
4.4. The matters considered and processes followed by the Nominations and Governance Committee will be more fully set out under their Terms of Reference.

5.1. This policy will be subject to review periodically as and when required by the Nominations and Governance Committee.