COMPOSITION AND MEETINGS

The Committee comprised of the following members during the year and as at 31 December 2024.

The Company Secretary acts as the secretary to the Board Nominations and Governance Committee. The Chairman, Managing Director/CEO and the Senior Executive Director/Chief Financial Officer attend meetings by invitation.

PURPOSE OF THE COMMITTEE

The main purpose of the Committee is to assist the Board with making recommendations on Board appointments and on maintaining a balance of skills and experience on the Board and its committees and to review and recommend the overall corporate governance framework of the Company.

TERMS OF REFERENCE

The Committee is governed by the Terms of Reference which has been prepared in line with the Rules of the Colomb Stock Exchange on Corporate Governance and the principles of the Code of Best Practice on Corporate Governance issued by CA Sri Lanka. It provides an outline of the objectives, composition, role and responsibilities of the Committee.

KEY RESPONSIBILITIES

▶ Recommending to the Board the appointment of new Directors and Key Management Personnel and implementing approved procedures to select such personnel.

▶ Recommending the re-election of existing Directors who are over the age of 70 years.

▶ Recommending the retirement by rotation of Directors as per the Company’s Articles of Association.

▶ Reviewing factors such as independence, qualifications, expertise and skills and other key attributes required to be considered for appointment to key positions of the Company.

▶ Overseeing the process by which the Board and its Sub-Committee assess the effectiveness of their performance and report on findings, improvements and recommendations to the Board.

▶ Review the overall corporate governance framework of the Company.

ACTIVITIES DURING THE YEAR 2024 AND AS AT THE DATE OF THE REPORT

▶ Monitoring corporate governance and/or regulatory developments, that may impact the Committee/ Company and recommending actions or changes it considered necessary for Board approval.

▶ Reviewed the structure, size and composition of the Board and the Board Committees.

▶ Recommendation of appointment of Director, Dr (Mrs) R A Perera to the Board and the notification of resignation of Independent Director, Mr. H M Hennayake Bandara.

▶ Recommendation of the AGM related matters;

1. Based on the performance and contribution made to achieve the Company’s objectives, the Committee recommended to re-elect Mr. R Renganathan, Executive Chairman who is over 70 years in terms of Section 210 read with Section 211 of the Companies Act No.07 of 2007, subject to the provisions of the Direction 02 of 2022 (Revised) issued by the IRCSL.
2. Recommended the rotation of Mr. E R C Moraes, Mr. M Ismail and Ms R J Moraes in terms of Article 18(B) of the Company’s Articles of Association.

▶ Collective outcome of the Board performance evaluation questionnaire was discussed and recommended certain actions for the areas which require future improvement.

▶ Determining the Independence/Non Independence of the Non-Executive Directors.

▶ Evaluation of the Declarations submitted by the Directors in respect of the fit and proper assessment criteria outlined in the rules of the Colombo Stock Exchange and the Code of Best Practice on Corporate Governance issued by CA Sri Lanka.

▶Reviewed the Terms of Reference of the Committee.

▶Reviewed the Policy on Corporate Governance, Nominations and Re election.

The aforesaid initiatives have been discussed in detail in the Corporate Governance report on pages 205 to 240.

DISCLOSURES :

The Company has a documented policy in place for the nomination of Directors to the Board.

All Non-Executive Directors retire by rotation and offer themselves for re election at regular intervals and at least once in three years.

The Board is diversified with Directors in a wide range of experience, skills, age and gender and perform effectively. The profiles of the Directors are published in pages 53 to 57 of the Annual Report. Details of the training programs/ brainstorming sessions conducted for Directors, are published in the Corporate Governance Report of this Report.

All Non-Executive Directors as at the reporting date have submitted signed declarations confirming their independent/ non-independent status in compliance with Rule 9.8.5 of the CSE Rules on Corporate Governance as well as in compliance with Principle A.5.5 of the Code of Best Practice on Corporate Governance 2023 issued by CA Sri Lanka and the Board determined that eight Non-Executive Directors were independent by nature based on the Directors’ Declarations submitted and the other information available to the Company.

In terms of Section 9.7.4 of the CSE Rules and Principle A.7.2 of the Code of Best Practice on Corporate Governance 2023, both the Executive Directors (including Managing Director/CEO) and Non Executive Directors as at the reporting date submitted Declarations confirming their fit and proper status in terms of the above rules and regulations and the Board noted that all the Directors of the Company comply the above criteria.

Board Performance Evaluation, performance evaluation of Executive and Non-Executive Directors and the evaluation of the Board Subcommittees were carried out and the improvements required were discussed at the meeting of the Board of Directors held on 20th February 2025.

PROFESSIONAL ADVICE

The Committee is authorized to obtain external legal or other professional advice on any matters within its Terms of Reference with the prior approval of the Board.

CONCLUSION

The Committee continues to work with the Board on reviewing its skills mix and succession planning based on the immediate and emerging needs.

The Committee completed its self assessment during the year, conducted by the Chairman and Committee members and concluded that the Committee continues to operate effectively.

Dr. Harsha Cabral PC

Chairman – Board Nominations and Governance Committee

20th February 2025