COMPOSITION

The Human Resources and Remuneration Committee appointed by the Board of Directors presently consists of three non-Executive Directors. Ms A L Thambiayah, an Independent Director, is the Chairperson of the Committee. J Durairatnam and P A Jayatunga are the other members.

The Chief Executive Officer attended meetings and participated in deliberations, except when his own evaluation and remuneration were under discussion. The Chief Human Resources Officer assisted the Committee by providing relevant information and functions as the Secretary of the Committee. The Committee also obtains input from external specialists as required.

The Committee’s composition meets the requirements of Rule 9.12.6 of the Listing Rules of the Colombo Stock Exchange (CSE). It also meets the requirements of Rule 6.3 (a) and (b) of the Banking Act Direction No. 05 of 2024 issued by the Central Bank of Sri Lanka, effective from 1 January 2025.

MANDATE

The Committee’s Terms of Reference, adopted by the Board, encompass the tasks specified in Section 6.3 of the Banking Act Direction No. 05 of 2024 of the Central Bank of Sri Lanka on Corporate Governance for Licensed Commercial Banks and Section 9.12 of the CSE Listing Rules on Corporate Governance.

In determining the remuneration policy for Directors, the Chief Executive Officer, and Key Management Personnel of DFCC Bank, the Committee ensures appropriate compensation levels to attract, retain, and motivate talented staff with capabilities aligned to the Bank’s strategy. The Committee also ensures that remuneration practices consistently deliver value to stakeholders and maintain the Bank’s competitiveness. A mixture of fixed and variable pay is used to reward performance.

PROCEDURE

The Committee assists the Board in exercising oversight of human resource strategies and policies and makes recommendations to the Board. In alignment with the pay-for-performance policy, the Committee reviewed the Bank’s performance against historical results, pre-agreed key performance indicators, and peer group benchmarks when recommending the annual salary increment pool and performance-based variable pay pool.

Market compensation data, gathered and analysed by an external consultant, were reviewed to make recommendations on market adjustments for staff across all grades to ensure the Bank’s remuneration structure remains competitive. The Committee also appraised the performance of the Chief Executive Officer against pre-agreed targets and competencies, reviewing his remuneration accordingly.

The Committee evaluates requirements for new expertise or skills and annually assesses succession plans for key management positions. Appropriate measures are taken to strengthen management capacity, including induction of external expertise if deemed necessary.

MEETINGS

The Committee held two meetings during the financial year to carry out its responsibilities. Attendance by members is detailed on page 215.

Ms A L Thambiayah
Chairperson – Human Resources and Remuneration Committee

24 February 2026