The Case Study - Seylan Bank

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124Seylan Bank PLC Annual Report 2009Board SubCommitteesThe following board subcommittees were functional as at 31st December 2009:Audit CommitteeMembersMr. P.L.P. Withana (Chairman)Mr. N.M. Jayamanne PCMr. P.G.S. Kariyawasam (appointed on 3rd December 2009)Integrated Risk Management CommitteeMembers Mr. A.L. Devasurendra (Chairman) (appointed on 3rd December 2009)Mr. P.L.P. WithanaMr. P.G.S. Kariyawasam (appointed on 3rd December 2009)Remuneration CommitteeMembersMr. N.M. Jayamanne PC (Chairman)Mr. P.L.P. WithanaDr. N.H. Godahewa (appointed on 3rd December 2009)Mr. P.G.S. Kariyawasam (appointed on 3rd December 2009)Rear Admiral (Rtd.) B.A.J.G. Peiris (appointed on 3rd December 2009)Nomination CommitteeMembersRear Admiral (Rtd.) B.A.J.G. Peiris (Chairman)Mr. N.M. Jayamanne PCMr. A.L. Devasurendra (appointed on 3rd December 2009)Credit CommitteeMembersMr. E. Narangoda (Chairman)Mr. R. NadarajahMr. A.L. Devasurendra (appointed on 3rd December 2009)Mr. I.C. Nanayakkara (appointed on 3rd December 2009)Reports of the Board Audit, Integrated Risk Management, Remuneration and Nominations Subcommitteesare set out on pages 100 to 104 respectively and form an integral part of the Annual Report of the board.On 3rd December 2009 with the appointment of additional directors to the board, the boardsubcommittees were reconstituted with their members being as detailed above.Two additional board committees, viz. Strategic Planning Committee and Sustainability Committee wereformed in December 2009, but commenced their activities only from January 2010.The composition of all board subcommittees, meetings held and their functions and responsibilities areset out in the Corporate Governance Report appearing on pages 86 to 88 of this Annual Report.Articles of AssociationFor purposes of securing conformity with new regulations, legal provisions and more particularly theCompanies Act No. 07 of 2007, the Bank adopted new Articles of Association at an extraordinary generalmeeting of the shareholders held on 2nd September 2009.
Seylan Bank PLC Annual Report 2009 125Directors’ Responsibility for Financial ReportingThe directors are responsible for the preparation of the Financial Statements of the Bank to reflect a true andfair view of its state of affairs. The directors are of the view that these Financial Statements have been preparedin conformity with the requirements of the Sri Lanka Accounting Standards, the Companies Act No. 07 of 2007,Sri Lanka Accounting and Auditing Standards Act No. 15 of 1995, the Banking Act No. 30 of 1988 (as amended),the Listing Rules of the Colombo Stock Exchange and Banking Act Direction No. 11 of 2007 (as amended) -‘Corporate Governance for Licensed Commercial Banks in Sri Lanka’ issued by the Central Bank of Sri Lanka.The directors’ Responsibility Statement appearing on pages 134 and 135 of the Annual Report forms anintegral part of the Annual Report of the Board.Directors’ Interest RegisterThe directors have declared all material interests in contracts involving the Company at board meetings andrefrained from voting on matters in which they were materially interested. All such disclosures requiredto be made in terms of Section 192 of the Companies Act No. 07 of 2007, have also been duly recorded inthe Interest Register. Related party transactions arising out of these disclosures made are given in Notes42 and 43 in the Audited Accounts and on pages 129 to 133 as an annexure to this Annual Report. A list ofdirectorships held by the directors in public-listed companies during 2009 is also given in the annexure.Directors’ interests in shares of the BankDirectors’ holdings in shares (ordinary voting and non-voting) in the Bank as at 31st December 2009 aregiven below:Name of Director 31.12.2009 31.12.2008 SharesMr. E. Narangoda 34,300 10,050 Ordinary Voting– 90,100 Ordinary Non-VotingMr. R. Nadarajah 30,900 Nil Ordinary Voting10,000 7,000 Ordinary Non-VotingMr. N.M. Jayamanne PC 3,000 – Ordinary VotingMr. P.L.P. Withana 23,363 242 Ordinary VotingMr. F.N. Goonewardena(resigned on 03.12.2009) 48,000 Nil Ordinary VotingRear Admiral (Rtd.) B.A.J.G. Peiris Nil N/AMr. P.G.S. Kariyawasam Nil N/ADr. N.H. Godahewa 2,500 N/A Ordinary Non-VotingMr. A.L. Devasurendra Nil N/AMr. I.C. Nanayakkara Nil N/APercentage Shareholding of Directors:Ordinary voting shares 0.07% 0.02%*Ordinary non-voting shares 0.01% 0.08%** Represents shares held by Mr. E. Narangoda and Mr. P.L.P. Withana only.No change occurred in the directors’ interest in shares after 31st December 2009 and 17th February 2010,the date of this Annual Report.Directors’ interests in Preference shares and DebenturesThe directors had neither non-redeemable, non-cumulative, non-convertible and non-voting preferenceshares nor debentures, registered in their names, both at the beginning or end of the year under review.
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