Ceylinco Life Insurance Limited
INTEGRATED ANNUAL REPORT 2016

STEWARDSHIP

Board Sub-Committees
No. Board
Sub-Committees
Meeting Frequency Members   Secretary Invitees Notice of the Meeting   Professional Advise Terms of Reference/ Charters Objective
1. Remuneration Committee Once in six months Prof. Mohan de Silva (Chairman) Independent –
Non-Executive Director
Company Secretary Managing Director/CEO, Director/CFO and Director/Deputy CFO Week before   Available Available – Term and Reference of Remuneration Committee The Objective of the Committee is to set the principles, parameters and governance framework of the Company’s remuneration policy and to recommend the terms and conditions of employment of the Chairman of the Board, Executive Directors, members of the executive and the Company Secretary (together, the ‘Senior Executives’ being
those whose appointment requires Board approval; employees who perform a significant influence function; employees whose activities have or could have a material impact on the Company’s risk profile; and any other employee as determined by the Committee from time to time).
D H J Gunawardena Non-Executive Director
R S W Senanayake Non-Executive Director
2. Audit Committee Quarterly J A Setukavalar (Chairman) Independent –
Non-Executive Director
Company Secretary Director/CFO, Director/
Deputy CFO, Senior Manager –
Internal Audit and Senior Manager – IS Audit, External Audit Partners (If necessary)
Week before   Available Available –
Audit Charter
The objectives of the Committee will be to assist the Board of Directors to carry out its responsibilities relating to the
following areas.

1. Preparation, presentation and adequacy of disclosure in the Financial Statements, in accordance with Sri Lanka Accounting Standards comprising SLFRS and LKAS.

2. The Company’s compliance with financial reporting requirements, information requirements of Companies Act, Insurance Board of Sri Lanka, Securities and Exchange Commission of Sri Lanka, Colombo Stock Exchange and other regulations and requirements.

3. Processes to ensure that the Company’s internal controls and risk management procedures are adequate to meet
the requirements of the Sri Lanka Auditing Standards.

4. Assessing the Company’s ability to continue as a going concern in the foreseeable future.

5. Independence and performance of the Company’s External Auditors.

D H J Gunawardena Non-Executive Director
J Wickramasinghe Independent –
Non-Executive Director
3. Nomination Committee As and when necessary or once a year Dr. B G S De Silva (Chairman) Independent –
Non-Executive Director
Company Secretary   Week before   Available Available – Term of Reference of Nomination Committee The primary function is to assist the Board with making recommendations on Board appointments and on maintaining a
balance of skills & experience on the Board and its committees. The main duties of the Committee are as follows:

(a) Propose a suitable Charter for the appointment and reappointment of Directors to the Board

(b) Consider the making of any appointment or reappointment to the Board;

(c) Provide advice and recommendations to the Board or the Chairman

(d) Consider if a Director is able to and has been adequately carrying out his or her duties as a Director, taking into consideration the Director’s number of listed company Boards on which the Director is represented and other principal commitments;

(e) Propose the maximum number of listed company Board representations which any Director may hold and disclose this in the Company’s Annual Report;

(f ) Regularly review the structure, size, composition and competencies (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes; and

(g) A member of the Nomination Committee should not participate in decisions relating to his/her own appointment.

Jayantha Wickramasinghe Independent –
Non-Executive Director
R Renganathan Executive Director –
MD/CEO
4. Related Party Transaction Review Committee Quarterly D H J Gunawardena (Chairman) Non-Executive Director Company Secretary   Week before   Available Available – Code of Best Practices on Related Party Transactions The main objective is to safeguard the Shareholders’ interests and to prevent Directors, Chief Executive’s or
substantial shareholders taking advantage of their positions.
R S W Senanayake Non-Executive Director
Palitha Jayawardena Executive Director – CFO
5. Risk Committee Quarterly Ms. A K Seneviratne (Chairperson) Independent –
Non-Executive Director
Company Secretary Director/CRO,
Senior Manager – Finance
Week before   Available Available –
Risk Committee Mandate
Primary function is to oversee and approve the company-wide risk management practices to assist the Board in:
    Setting the tone and developing a culture of the Company vis-à-vis risk; Overseeing that the executive team has identified and assessed all risks that the Company faces and has established a risk management framework, capable of addressing those risks; Overseeing, in conjunction with other Board level committees, all principal risks facing the Company such as strategic, financial, market, IT, legal, regulatory, reputational and other risks; Monitoring risk management capabilities within the Company, including communication about escalating risk and crisis preparedness and recovery plans; and Overseeing the division of risk related responsibilities to each Board Committee as clearly as possible and performing a gap analysis to determine that the oversight of any risks is not missed.
  The Risk Committee, in conjunction with the full Board, will be responsible for approving:
    The Company’s statement of risk appetite and tolerance. The enterprise wide risk management framework and the risk management policies adopted by the Company.
J Wickramasinghe Independent –
Non-Executive Director
R S W Senanayake Non-Executive Director