The Case Study - Seylan Bank

Seylan Bank PLC Annual Report 2009 81CBSL RuleLevel/Extent of complianceBOARD3 (3) Fitness and Propriety of Directors All directors have satisfied the ‘fit and proper’ criteriaset out in Section 42 of the Banking Act No. 30 of 1988(as amended) and have forwarded to the Bank SupervisionDepartment of the Central Bank signed affidavits anddeclarations confirming their ‘fit and proper’ status to holdoffice as directors as required by Section 42 of the BankingAct and as per Clause 2(3) (i) of the Banking Act DirectionNo. 11 of 2007 (as amended).No directors hold office as a director of more than 20companies/entities or institutions.3(1) (iii) & 3 (1) (xiii) MeetingsBoard meetings to be held regularly withactive participation of members3(1) (iv) - (vi) Compliance with BoardproceduresThe board dedicated sufficient time for board meetings. Totalmeetings held during 2009 were 27 and the attendance atthese meetings is given on page 84 of this Report. The directorshave a formal schedule of matters specifically reserved to it fordecision making. All directors actively contribute to the boardproceedings. Resolutions by circulation are kept at a minimumand restricted to matters of a routine nature.Provision is made for all directors to place matters beforethe board relating to both the promotion of the business andmanagement of risks. Due to board meetings being scheduledtwice a month, directors are noticed of the date of the nextmeeting well in advance and board papers are circulatedapproximately 4-5 days prior to the date of the meeting.3(1) (vii) – (x) Company Secretary All directors have access to the advice and services ofthe Company Secretary who is a chartered secretary andattorney-at-law to ensure that board procedures and allapplicable rules and regulations are followed. The CompanySecretary is responsible for compliance with the provisionsof the Companies Act, rules of the Colombo Stock Exchangeand Banking Act provisions relating to shareholders andprovisions of the Securities & Exchange Commission Act.Minutes of board meetings are also recorded by her insufficient detail to enable a proper assessment to be madeof the depth of deliberations at the meetings.3(1) (xi) Procedure for the Board toobtain Independent AdviceThe board seeks independent professional advice on anymatters whenever required.