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CORPORATE GOVERNANCE
Section Principle Degree of Compliance
7.05 Responsibility of the agenda lies with The Chairman & the Board of Directors have delegated
7.06 the Chairman or may be delegated to the this function to the Company Secretary who prepares and
7.07 Company Secretary circulates the agenda prior to the Board Meeting.
7.08 Ensure that all Directors are informed The Chairman ensures that all Directors are properly
7.09 adequately and in a timely manner of the briefed on issues arising at Board Meetings by submission
7.10 issues arising at each Board meeting of the agenda and Board papers, with sufficient time prior
to the meeting.
7.11 Encourage each Director to make a full and The Chairman encourages all Directors to actively
active contribution to the Board’s affairs participate in Board affairs.
8.00 and ensure that the Board acts in the best
interests of the Finance Company The Chairman facilitates the effective contribution of all
8.01 Facilitate effective contribution of Non- Directors. Executive and Non-Executive Directors work
Executive Directors in particular and together in the best interest of the Company.
8.02 ensure constructive relationships between
A executive and Non-Executive Directors
B
C Refrain from direct supervision of Key The Chairman is a Non-Executive Director and the Chairman
Management Personnel or executive duties does not get directly involved in the supervision of Key
Maintain effective communication with Management Personnel or engage in any other executive
Shareholders duties.
The AGM of the Company is the main forum where the Board
Chief Executive Officer functions as the maintains effective communication with Shareholders and
apex executive-in- charge of the day to day that the views of Shareholders are communicated to the
operations and business Board. Adequate time is allocated to the Shareholders to
raise any questions at Shareholder meetings. All queries
are answered by the Chairman, the Board of Directors, Chief
Executive Officer and other Key Management Personnel.
The Chief Executive Officer is responsible for the day-to-
day operations and business of the Company.
Board appointed Committees
Establishing Board committees, their The following Board sub committees have been appointed
functions and reporting by the Board and requires each such committee to report
Audit committee to the Board:
1. Integrated Risk Management Committee
2. Board Audit Committee
3. Board Strategic Planning Committee
4. Board Credit Committee
5. Board HR & Remuneration Committee
Reports of such committees are submitted to the Board for
review and approval
The following shall apply in relation to the Audit Committee:
The Chairman of the committee to be a The Chairman of the Board Audit Committee is an
Non-Executive Director with relevant Independent Non-Executive Director who is a Fellow
qualifications and experience Member of the Institute of Chartered Accountants of Sri
All members of the committee to be Lanka.
Non-Executive Directors All members of the Board Audit Committee are Non-
Executive Directors.
Duties of the committee: The Committee has to recommend the appointment of the
(i) the appointment of the external auditor external auditor for audit services.
(ii) The implementation of the Central Bank The evaluation is carried out by the Board Audit Committee
guidelines in relation to Central Bank of Sri Lanka Directions &
(iii) The application of the relevant Guidelines. All matters regarding Central Bank of Sri Lanka
accounting standards; and Directions & Guidelines and new Accounting Standards
(iv) The service period, audit fee and any are discussed and advised to the Board and Management
resignation or dismissal of the auditor by the Audit Committee and the Management implements
38 UB Finance
