Page 39 - UBF AR 2018 - E Version

CORPORATE GOVERNANCE

Section Principle Degree of Compliance

4.10 Directors appointed to fill a casual vacancy All Directors appointed to the Board are subject to re-
to be re-elected at first general meeting election by the Shareholders at the first Annual General
after their appointment Meeting after their appointment. The Articles of Association
addresses the procedure to fill a casual vacancy subject to
their appointment.

4.11 Communication of reasons for removal or The Board announces such situations to the shareholders at
resignation of Directors the Annual General Meeting.

Cessation of office of the Directors has been duly
communicated to the Director of Supervision of Non-Bank
Financial Institutions of the Central Bank of Sri Lanka and
other regulatory authorities.

5.00 Criteria to assess the fitness and propriety of Directors
5.01
The age of Director shall not exceed 70 years All the Directors as at 31st March 2018 are below the
5.02 age of 70 years and the Company Secretary monitors the
Directors shall not hold office as a Director compliance.
6.00 for more than 20 companies/ societies/ The total number of positions held as a Director or any
6.01 corporate bodies including associate and other equivalent position in companies, societies, including
6.02 subsidiary companies subsidiaries or Associate Companies of the Finance
Delegation of Functions Company is less than 20.
Delegation of work to the Management
Periodical evaluation of the delegation All delegations are made in a manner that would not hinder
process the Board’s ability to discharge its functions.
The delegated powers are reviewed periodically by the
Board to ensure that they remain relevant to the needs of
the Company.

7.00 The Chairman and the Chief Executive Officer There is a clear separation of duties between the roles
7.01 Division of responsibilities of the Chairman of the Chairman and the Chief Executive Officer. These
and Chief Executive Officer positions are held by two separate individuals who have
7.02 been appointed by the Board.

Chairman preferably an Independent Non- No such situation has arisen in 2017/18.
Executive Director and if not appoint a Senior
Director

7.03 Disclosure of the identity of the Chairman The Board is aware that there are no relationships
and the Chief Executive Officer and any whatsoever, including financial, business, family, any other
material relationship between the Chairman and the Chief
relationship with the Board members Executive Officer. However Company will have to have a

process to identify the required relationships and disclose
in its Annual Report.

7.04 Chairman to: The Chairman provides leadership to the Board and ensures
(a) Provide leadership to the Board that the Board works effectively when discharging its
(b) Ensure that the Board works effectively responsibilities and that all key issues are discussed by the
and discharges its responsibilities; and Board in a timely manner.
(c) Ensure that all key issues are discussed by
the Board in a timely manner The Board has a scheme of self-assessment for the Board
of Directors.

Annual Report 2018 37