Policy On Board Sub Committees

The Board has the discretion to appoint board committees, from time to time, to assist it in discharging its oversight responsibilities and to ensure statutory and regulatory compliance. As mandated by Section 9 of the Listing Rules of the Colombo Stock Exchange and Section 10 and 12 of the Finance Business Act Direction No 5 of 2021 issued by the Central Bank of Sri Lanka, the Board has appointed following sub-committees with appropriate Terms of Reference (TOR):

(i) Board Audit Committee (BAC)
(ii) Board Integrated Risk Management Committee (BIRMC)
(iii) Related Party Transaction Review Committee (RPTRC)
(iv) Board Nomination & Governance Committee
(v) Human Resource & Remuneration Committee

The Board may establish other Board sub-committees as deemed necessary which could be for a specific task for a specific period or with a continuing mandate.

II. Committee Charters/Terms of Reference

The each of the standing committees shall have a written charter/terms of reference clearly defining the composition, scope, authority, duties and responsibilities of the committees approved by the Board in compliance with Section 9 of the Listing Rules and Section 10 and 12 of the Finance Business Act Direction No 5 of 2021 on Corporate Governance.

Committee Charters/Terms of Reference require a periodic review by each sub-committee and approval by the Board.

III. Appointment of Board Sub-Committee Members

The Board of Directors in consultation and recommendation of the Nomination & Governance Committee shall appoint the members of committees and shall designate the Chairs thereof.

IV. Committee Meetings

The frequency of the Board sub-committee meetings at a minimum shall be as follows,

Board Sub-Committee	Frequency
(i) Board Audit Committee (BAC)	Once in two months
(ii) Board Integrated Risk Management Committee (BIRMC)	Once in two months
(iii) Related Party Transaction Review Committee (RPTRC)	Quarterly
(iv) Board Nomination & Governance Committee	Annually
(v) Human Resource & Remuneration Committee	Annually

 

The committee Chairs, in consultation with other committee members and appropriate management personnel, will determine the agendas of meetings consistent with the committee’s charter.

V. Secretary to the Committee

The Secretary of each Board sub-committee shall be responsible for providing the necessary administrative services for the functioning of a committee, including providing service of a secretariat for the committee and maintaining its records and minutes.

VI. Reporting

Board sub-committees shall report to the Board as it considers necessary through the Chair of the committees, on its activities and submit conclusions and/or recommendations to the Board, as committees deems appropriate.
The minutes of the Board sub-committees should be reported to the Board on a regular basis.
The sub-committees shall report on the performance and duties of the committees in the Annual Report of the Company.

VII. Appraisal of Board Sub-Committees

The Board sub committees shall evaluate its performance relative to the committee’s responsibilities under its charter/terms of reference through self-evaluation process to ensure that assigned responsibilities to the sommittees are satisfactorily discharged and the outcome should be reported to the Board.

VIII. Review of the Policy

This policy will be subject to review periodically as and when required by the CF Board.