Ceylinco Life Insurance Limited
INTEGRATED ANNUAL REPORT 2016

STEWARDSHIP

Report of the Remuneration Committee

Composition

Remuneration Committee of CLIL comprises of following Non-Executive and Non-Executive Independent Directors:

Prof. Mohan de Silva
(Independent/Non-Executive Director) – Chairman

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

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

Brief profiles of the Directors are given on pages 22 to 24 of the Annual Report.

Meetings, attendance and Secretary

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. The Committee has the authority to seek external professional advice on matters within its purview.

The Remuneration Committee formally met once during the year 2016. The Managing Director/CEO, Director/CFO attended the said meeting by invitation and assisted in the discussions by providing relevant information, except when matters concerning them were discussed.

The Company Secretary functions as the Secretary to the Committee.

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.

Terms of Reference of the Committee

The Committee is governed by the ‘Terms and Reference for the Remuneration Committee’ approved by the Board of Directors. The charter defines the Objective, Membership, Quorum and Meetings, Responsibilities of the Committee and the Committee Chairman and reporting responsibilities of the Committee.

Purpose of the Committee

The purpose 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).

The overall focus and responsibilities of the Remuneration Committee are:

  • To determine the remuneration policy of the Company and to make recommendations to the Board on the Company’s policy and structure.
  • To periodically review the adequacy and effectiveness of the remuneration policy.
  • To give the Board additional assurance as it may reasonably require regarding the Human Resources policies of the Company, pertaining to the terms and conditions of employment which are fair and will attract and retain high calibre staff.
  • To review and approve any statement required by the Company’s regulators from the Committee on the Company’s remuneration policy.
  • To go through the proposals for employee share plans for the Company and make recommendations to the Main Board.
  • To ensure that no Director or Senior Executive or any of their associates is involved in deciding their own remuneration.
  • To review and disclose, as appropriate, in the Directors’ Remuneration Report in the Annual Report and accounts whether any Executive Director or Senior Executive has the right or opportunity to receive enhanced benefits beyond those already disclosed and whether the Committee has exercised its discretion during the year to enhance such benefits either generally or for any member of the Company.
  • To review and endorse the content of the Directors’ Remuneration Report in the Annual Report and accounts for submission to the Board as a whole.
  • Ensure that contractual terms on termination and any payments made are fair to the individual, and the company, that failure is not rewarded and that the duty to mitigate loss is fully recognised.
  • To give due consideration to laws, regulations and any published guidelines or recommendations regarding the remuneration of Directors of listed and non-listed companies and formation and operation of share schemes in determining recommendations.
  • To undertake on behalf of the Chairman or the Board such other related tasks as the Chairman or the Board may from time to time entrust to it.

On behalf of the Remuneration Committee,

Prof. Mohan de Silva
Chairman – Remuneration Committee

23 February 2017
Colombo