Nomination Committee of CLIL comprises following Executive and Non-Executive Independent Directors.
Dr. Gamini De Silva
(Independent/Non-Executive Director) – Chairman
(Independent/Non-Executive Director) – Member
(Managing Director/Chief Executive Officer) – Member
Brief profiles of the members of the Committee are given on pages 22 to 24 of the Annual Report.
The Chairman of the Committee is an Independent Non-Executive Director who is free from any business or any other relationship which may interfere with the execution of his independent judgement. Also majority of the membership of the Committee are Non-Executive Directors.
The Committee assessed Board composition and decided members of the Board contains the required combine knowledge and experience in order to match the strategic demands of the Company.
The Nomination Committee formally met once during the year 2016. The attendance of Committee members at meetings is stated in the table on page 136. Director/CFO also was present at the meetings by invitation.
The Company Secretary functions as the Secretary to the Nomination Committee.
The proceedings and the minutes of the Committee meetings have been regularly circulated to and confirmed by the Board
Primary function of the Nomination 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. In order to fulfil this, they follow the ‘Terms of Reference for Nomination Committee’ as guidance to the members of the Committee as to their duties and responsibilities.
The ‘Terms of Reference for Nomination Committee’ which has been prepared as per the rules set out in the Code of Best Practices on Corporate Governance is approved by the Board of Directors. It clearly states the purpose of establishing the Committee, its composition, authority, duties and scheduling of the meetings.
The power and authority of the Committee is subject to the provisions of Companies Act No. 07 of 2007 and other applicable law, responsibilities as set forth in the Company’s Articles of Association, Code of Best Practices on Corporate Governance – 2013 (Issued jointly by The Institute of Chartered Accountants, Sri Lanka and the Security Exchange Commission of Sri Lanka), applicable policies, practices, other statutory and regulatory obligations.
The Committee is authorised by the Board to seek appropriate professional advice inside and outside the Company. The relevant provisions are given in the said Terms of Reference for Nomination Committee.
The Committee was formed by the Board of Directors to ensure good governance.
The Terms of Reference for the Committee was adopted subsequent to the Board approval during the year under review.
The Committee recommended the re-election of Directors, taking in to consideration the contribution made by them towards the overall discharge of the Board’s responsibilities.
On behalf of the Nomination Committee.
Dr. Gamini De Silva
Chairman – Nomination Committee
23 February 2017