Annual Report 2012 - National Savings Bank

146BRANCHING OUT INTO NEW VENTURESSUSTAINABILITY REVIEWCommunicating with the BoardShareholdersAs a public institution, the Governmentof Sri Lanka is the shareholder ofNSB. On behalf of the government,the Treasury maintains ongoingcommunications with the Bank. Arepresentative from the Ministry ofFinance and Planning is an ex-ofciomember of the Board who serves toensure that there is a dialogue betweenthe Treasury and the Bank. The Banksubmits periodic reports to the Treasuryand also complies with requests for adhoc reports and updates. In addition,the Board of Directors and topmanagement maintain a continuousdialogue with ofcials of the Treasury.EmployeesThe Bank maintains open communicationlines with employees to ensure smoothoperations. In addition, the Bankalso provides specic mechanisms ofcommunications between employeesand Board. To ensure smooth ow ofcommunications, the General Managerrepresents all employees at the Board andparticipates at Board meetings on behalfof employees, while Additional GeneralManager, Senior Deputy GeneralManger and all other DGMs have accessto the Board on matters under theirpurview. For the purpose of expressingemployees’ views on operational andother matters, managers’ conferencesare held within reasonable intervalsand all Board members participate atthese meetings. The Bank has ve tradeunions representing employees and theseunions can meet the Chairman andBoard members on request regardingmatters of concern. Employees also havea conduit of communication through theWorking Director, who is available at theBank at most timesLinkage in CompensationThe Bank’s governance body andCorporate Management are notsubjected to individual targets.However, the Bank’s annual targets arespecied in the Strategic Business Plan,Annual Budget and Annual ActionPlan. Therefore, bonuses are decidedon the overall achievement of the Bankand its performance.Conflict of InterestProcedures to avoid conict of interestin the dealings of the Board of Directorsand key management personnel weredeveloped and approved in 2011, andrevised in 2012. In addition, all relatedparty transactions are monitored bythe Board Secretary during Boardproceedings and transactions aredisclosed. A Compliance Ofcer hasalso been designated to review andensure the compliance requirements ofstatutory bodies.Eligibility of Board MembersAs required by the NSB Act, ve ofthe seven Directors of the Bank areappointed by the Minister of Financeand Planning. Appointees must haveexcelled in various disciplines such asaccountancy, law and marketing. Thesixth and seventh members of theBoard are appointed by the Secretary tothe Treasury (or his nominee) and thePostmaster General (or his nominee),respectively.The conduct of the Board is governed bythe Corporate Governance DirectionsNATIONAL SAVINGS BANK . ANNUAL REPORT 2012