The Case Study - Seylan Bank

104Seylan Bank PLC Annual Report 2009nominations committee reportThe Nominations Committee appointed by theboard comprises of four Non-Executive Directorstwo of whom are independent. The Committee isheaded by Rear Admiral (Rtd.) B.A.J.G. Peiris andthe members include Messrs Nihal Jayamanne PC,Naomal Goonewardena (until his resignation on3rd December 2009), A.L. Devasurendra and S.P.S.Ranatunga upon Mr. Goonewardena’s resignation,Mr. Ajith Devasurendra was appointed w.e.f. 3rdDecember 2009 and Mr. Samantha Ranatunga wasappointed w.e.f. 13th January 2010. Messrs AjithDevasurendra and Samanatha Ranatunga are Non-Executive Directors. All Committee members areappointed by the board of directors of the Bank. TheCompany Secretary functions as the Secretary of theCommittee.Brief profiles of the members of the Committeeare given on pages 228 to 229 of the Annual Report.The General Manager/Chief Executive of theBank attends the meeting by invitation.Nominations Committee CharterThe Nominations Committee is responsible for thefollowing:• Implementation of procedure to select/appointnew directors, CEO and key managementpersonnel including review of the structure,size, composition and competencies of theboard from time to time;• Recommend (or not recommend) the re-electionof current directors having regard to theirperformance and contribution towards the overalldischarge of the board’s responsibilities.• Establish criteria to determine eligibility forappointment or promotion to the post of CEOand the key management positions.• Ensure that the directors, CEO and keymanagement personnel are fit and properpersons to hold office as specified in the criteriagiven in Direction 3(3) of the Banking Act DirectionNo. 11 of 2007 (‘Code of Corporate Governancefor licensed commercial banks in Sri Lanka’) andsubsequent amendments thereto.• Review and recommend requirements ofadditional/new expertise and the successionarrangements for retiring directors and keymanagement personnel from time to time.The Committee met once during the year underreview. The Bank implemented a strategic plan inSeptember 2009 and made significant changes in theBank’s organisation structure and key managementpersonnel heading core areas commencing fromthe last quarter of 2009 in line with the strategicplan implementation. Further changes to theorganisation structure and determining successionarrangements for key management personnel areyet underway.Also in view of appointments to the board during2009 taking place as a result of the re-capitalisationprocess, the Committee has earmarked its scope forreviewing the composition and structure of the boardwith a view of maintaining a balance of skills onthe board as a necessary function to be performedcommencing from 2010.Rear Admiral (Rtd.) B.A.J.G. PeirisChairman - Nominations Committee16th February 2010