The Case Study - Seylan Bank

92Seylan Bank PLC Annual Report 2009Rule(c) Disclosure in the Annual Report –• Names of the directors comprising the AuditCommittee to be disclosed in the Annual Report.• The committee shall make a determinationof the independence of the Auditors and shalldisclose the basis for such determination in theAnnual Report.• The Annual Report shall contain a report bythe Audit Committee, indicating the manner ofcompliance in relation to the above.Status /RemarksCompliedMembers of the Audit Committee are listed on page 86.CompliedThe Committee has determined the independenceof the Auditors and have disclosed the basis of theirdetermination in page 128 of the Annual Report.CompliedAudit Committee Report is given on page 100 to 101BANK’S COMPLIANCE WITH THE CODE OF BEST PRACTICE ON CORPORATE GOVERNANCEISSUED JOINTLY BY THE SECURITIES & EXCHANGE COMMISSION OF SRI LANKA (SEC) andthe INSTITUTE OF CHARTERED ACCOUNTANTS OF SRI LANKA (ICASL)The Bank commenced voluntary compliance of the above Code of Best Practice commencing from January2009 and the level and nature of compliance with the Code are set out below:A. Annual ReportSubject & Ref. Corporate Governance Principle Level of ComplianceChairman & CEOA.2.1 & A.5.6Board BalanceA.5.5If Chairman and CEO is one and thesame person, disclose the name of theChairman/CEO and Senior IndependentDirector appointed and justification ofthe decision to combine the positions.Should identify the IndependentNon-Executive Directors.As outlined earlier, the positions ofthe Chairman and the CEO have beenseparated.The current Chairman, Mr. E. Narangodawas appointed as a director to the boardon 30th December 2008 upon the reconstitutionof the Bank in terms of Section30(9) of the Monetary Law Act). In view ofthe exigencies of the situation the Bank wasfaced with, he was appointed as Chairmanin an executive capacity by the new board ofdirectors on 5th January 2009.The board has appointedMr. N.M. Jayamanne PC, an IndependentNon-Executive Director of the Bank tofunction as the Senior Director of the board.CompliedThe board maintains the correctbalance of Executive and Non-ExecutiveDirectors. Eight of the ten directors onthe board are Non-Executive Directorswhilst 1/3rd of the board compriseIndependent Non-Executive Directors.