Ceylinco Life Insurance Limited
INTEGRATED ANNUAL REPORT 2016

STEWARDSHIP

Report of the Related Party Transactions Review Committee

Terms of Reference

As a voluntarily adoption of the Code of Best Practices on related party transactions, issued by the Securities Exchange Commission of Sri Lanka, the Related Party Transaction Review Committee (RPTRC) was established by the approval of the Board of Directors of CLIL to ensure compliance of the said code and good governance.

Composition

The Board appointed RPTRC of CLIL comprises of the following Executive and Non-Executive Directors.

D H J Gunawardena
(Non-Executive Director) – Chairman

R S W Senanayake
(Non-Executive Director) – Member

Palitha Jayawardena
(CFO – Executive Director) – Member

Purpose of the Committee

The main purpose of the Committee is to review the proposed related party transactions other than what is exempted from the code, in advance to safeguard the shareholders’ interests by preventing Directors, Chief Executives or substantial shareholders taking advantage of their positions.

Meetings, attendance and Secretary

The Related Party Transaction Committee formally met four times during the year 2016. The Director/Deputy CFO attended the said meetings by invitation and assisted in the discussions by providing relevant information.

The attendance of Committee members at meetings is stated in the table on page 136.

The proceedings of the Committee meetings have been regularly circulated to and confirmed by the Board of Directors.

The Company Secretary acts as the Secretary to the Committee.

Initiatives taken during the year

During the year under review, the Board of Directors formed the RPTR Committee as a voluntary adoption of the code mentioned above.

The Committee sought professional advice from Messrs Ernst & Young (External Auditors), subsequent to forming the Committee, on the definitions and overview of the SEC Code on Related Party Transactions.

The Committee discussed a RPTRC charter for the Company and decided to recommend it to the Board of Directors for approval. The preparation of the Charter was made with the recommendations and outline given in the SEC Code on RPTs.

It was adviced by the Committee, to identify the Related Parties (including the Key Management Personnel) for the Company and decided to develop a procedure to review the transactions done by them periodically.

On behalf of the RPTR Committee,

D H J Gunawardena
Chairman – RPTR Committee

23 February 2017
Colombo