The Case Study - Seylan Bank

126Seylan Bank PLC Annual Report 2009Directors’ RemunerationDetails of directors’ emoluments paid during the year are given in Note 7 to the Financial Statements.Insurance and IndemnityPursuant to a decision taken by the board, the Bank has obtained an insurance policy to cover Directors’ liability.Corporate GovernanceThe board of directors has pledged their commitment towards adoption and implementation of transparentand effective corporate governance practices within the Bank with the view of enhancing business prosperityand corporate accountability.The Bank accordingly ensures that relevant practices and procedures are in place to ensure conformity toCorporate Governance Rules laid down in the following rules/regulations, viz. -• Banking Act Direction No. 11 of 2007 (Corporate Governance for Licensed Commercial Banks inSri Lanka) issued by the Monetary Board of the Central Bank of Sri Lanka, amended by Banking ActDirections Nos. 05 of 2008 and 07 of 2008. The Bank has conformed to these directions except in areaswhere extended dates of compliance have been expressly provided in the rules.• Colombo Stock Exchange (CSE) Rules on Corporate Governance which became mandatory for compliance by alllisted companies in the financial year commencing from 1st April 2008 and for banks - from 1st January 2009.• Code of Best Practice of Corporate Governance jointly issued by the Securities & Exchange Commissionof Sri Lanka (SEC) and The Institute of Chartered Accountants of Sri Lanka (ICASL) in 2008.The extent of compliance with the above rules and regulations and best practice guidelines are describedin the Corporate Governance report appearing on pages 75 to 99 of this Annual Report.Risk and Internal ControlThe board assumes overall responsibility for managing risks in the Bank. Towards this end it has implementeda sound risk management framework and also designated key management personnel to manage risk andidentify their areas of responsibility. The board also reviews on a regular basis the risk exposures of the Bankand specify and approve policies with regard to risk management, measurement and control.The board of directors has put in place an effective system of internal controls so as to safeguard theBank’s assets and ensure continuity of its operations and also to ensure as far as practicable the accuracyand reliability of records. The board from time to time reviews through the Audit Committee, the adequacyand integrity of the internal control systems covering accounting, financial and operational aspects basedon Audit Reports and management information systems.Compliance with Laws and RegulationsThe Bank has not engaged in any activities contravening any laws and regulations currently in force. Keymanagement personnel designated in the Bank for ensuring compliance with laws and regulations submita compliance report on a monthly basis to the board.