COMPOSITION

The Nomination and Governance Committee of the Board of Directors was reconstituted with effect from 18 December 2025 with N K G K Nemmawatta (Independent Non-Executive Director) joining the Committee as a member/Chairman. W R H Fernando, an Independent Non-Executive Director, functioned as the Chairman until 17 December 2025. J Durairatnam and N Vasantha Kumar (Independent Non-Executive Directors) are the other members.

The Chief Executive Officer attends the meetings by invitation, while the Secretary to the Board functions as the Secretary of the Committee.

The composition of the Committee met the requirements of Section 6.4 (a) of the Banking Act Direction No. 05 of 2024 of the Central Bank of Sri Lanka (CBSL) on Corporate Governance for Licensed Commercial Banks and Section 9.11.4 of the Listing Rules of the Colombo Stock Exchange (CSE).

MANDATE

During 2025, the Committee carried out the tasks as set out in the Terms of Reference approved by the Board. These Terms encompass the tasks set out in Section 6.4 of the Banking Act Direction No. 05 of 2024 of CBSL on Corporate Governance for Licensed Commercial Banks and Section 9.11 of the CSE Listing Rules on Corporate Governance.

PROCEDURE

The Committee meets as and when necessary, but at least once a year, and acts within its mandate approved by the Board of Directors and makes recommendations to the Board for consideration.

The main roles of the Committee, in terms of its mandate, are to review governance policies and procedures; evaluate the performance of the Board and Chief Executive Officer (CEO); identify and evaluate persons with the required skills, knowledge, standing, fitness, and propriety to join the Board and serve as Key Management Personnel of the Bank; evaluate the appointment of Directors to Board Committees; assess the suitability of Directors seeking re-election; evaluate the status of independence of Directors on a quarterly basis; ensure that the Bank has a robust succession plan for Directors and Key Management Personnel; ensure that Directors are updated on applicable laws and regulations; identify the training needs of the Directors; and review the structure, size, qualifications, and composition of the Board and Board Committees.

Documented policy and processes are in place to ensure Board diversity in terms of skills, experience, age, gender, etc.

The Committee is also responsible for the task of implementing a procedure for the appointment of the CEO and Key Management Personnel.

Processes are in place to conduct an orientation upon the appointment of a new Director. Existing Directors are provided with updates on revisions to the rules on Corporate Governance and other relevant regulations.

Further, periodic reports are submitted to the Board on top and emerging risks for the Bank, overall risk limits, internal drivers, stress testing, liquidity ratio, etc., in order to ensure that the Non-Executive Directors are informed of the critical issues.

MEETINGS

Seven meetings were held during the year. The Committee periodically reviews the structure, size, qualifications, and composition of the Board and Board Committees, including the balance between Independent and Non-Independent Directors, and considers succession planning for both Directors and the Bank’s Key Management Personnel. In making appointments to the Board, the Committee considers the skills, experience, and knowledge of the existing Directors and assesses the potential candidates in terms of who would most benefit the Bank. During the year, the Committee considered and recommended to the Board the appointment of two new Directors subject to the approval of CBSL. The Committee also identified persons to fill key management positions after reviewing many candidates from time to time to ascertain the best fit for the Bank in terms of qualifications, ability, and character. It further assessed the fitness and propriety of Directors and Key Management Personnel in accordance with the requirements of the Banking Act and Listing Rules of CSE. The Committee evaluated the appointment of Directors to Board Committees while also considering the skills, knowledge, and experience of the respective Directors. The Committee identified the training needs of the Directors and made recommendations to the Board. It also reviewed reports from the Management on compliance with the corporate governance framework of the Bank.

Quarterly declarations were obtained from Non-Executive Directors, confirming their status of independence. Further, declarations were obtained from the Directors, in accordance with the terms of Section 9.7.3 of the Listing Rules of CSE, confirming their fitness and propriety to hold office as a Director.

In addition to the annual evaluation of the Board conducted by individual members, an evaluation of the Board was also carried out by the Nomination and Governance Committee members based on a separate checklist approved by the Committee. The results were shared with the other members of the Board. The performance of the CEO was also evaluated by the Committee.

Individual Committee members do not participate in discussions on matters relating to themselves. Details of Directors’ attendance at meetings, dates of appointment to Committees, and the nature of their Directorships are provided on pages 215 and 273 of the Annual Report.

In accordance with the terms of the Articles of Association, one-third of the Non-Executive Directors shall retire from office at each Annual General Meeting and are eligible for re-election. Further, any newly appointed Directors hold office until the next Annual General Meeting and are eligible for re-election. The Committee reviewed the contributions made by the respective Directors to Board Committees, their other commitments, and their overall performance, and has recommended the re-election of those Directors offering themselves for re-election at the forthcoming Annual General Meeting. Particulars of Directors seeking re-election are provided on page 271 of the Annual Report.

The Corporate Governance requirements stipulated under the Listing Rules of CSE have been met. Further, the Independent Directors have met the criteria for determining independence in accordance with the terms of Section 2.5 of the Banking Act Direction No. 05 of 2024 of the CBSL on Corporate Governance for Licensed Commercial Banks and Section 9.8.3 of the Listing Rules of CSE.

N K G K Nemmawatta
ChairmanNomination and Governance Committee

24 February 2026