COMPOSITION OF THE COMMITTEE

The Nominations and Governance Committee comprises of three Non-Executive Directors where two of them are independent. One of the Independent Directors, functions as the Chairman of the Committee.

Director	Status	Date of Appointment
Mr William (Bill)C McRaith	Chairman (IND/NED)	01.04.2024
Mr Ajit Gunewardene	(IND/NED)	01.04.2024
Mr Mohamed Ashroff Omar	(NED)	01.04.2024

IND/NED – Independent Non-Executive Director NED – Non-Executive Director

(Refer to Board of Directors for a brief profile of each Director.)

The Committee’s composition met the requirements of the rule 9.11.4 of Listing Rules of the Colombo Stock Exchange.

SECRETARY

Corporate Services (Private) Limited

INVITEES

The Chief Executive Officer attended these meetings on a need basis.

CHARTER OF THE NOMINATIONS AND GOVERNANCE COMMITTEE

The scope of functions and responsibilities of the Nominations and Governance Committee of Teejay Lanka PLC are governed by the Nominations and Governance Committee Charter which is in line with the Listing rules of the Colombo Stock Exchange – Section 9.11 Corporate Governance- Nominations and Governance Committee and directives of the CA Code of Best Practice on Corporate Governance 2023. Nominations and Governance Committee Charter is periodically reviewed and revised with the concurrence of Board of Directors. The terms of reference of the Committee are clearly defined in the Nominations and Governance Committee Charter. The latest revision to the Charter was made on 30th September 2024.

MEETINGS

The Nominations and Governance Committee met two times during the year.

ATTENDANCE AT NOMINATIONS AND GOVERNANCE COMMITTEE MEETINGS

Director	19.02.2025
Mr William (Bill) C McRaith
Mr Ajit Gunewardene
Mr Mohamed Ashroff Omar

ROLE OF THE NOMINATIONS AND GOVERNANCE COMMITTEE

Evaluate the appointment of Directors to the Board of Directors and Board Committees of the Company in accordance with the procedure in place to evaluate, select and appoint/re-appoint Directors.

Ensure every appointee undergoes an induction to the Group where they are apprised on the Company policies, Corporate Governance, Listing Rules, securities market regulation and other applicable laws and regulations. Ensure that all Directors are updated with any such regulatory changes.

From time to time review the structure, size, composition and competencies (including the skills, knowledge and experience) of the board based on the needs of the Business and make recommendations to the Board with regard to any changes;

Establish and maintain a suitable process for the periodic evaluation of the performance of Board of Directors and the CEO of the Entity to ensure that their responsibilities are satisfactorily discharged.

The Committee continues to regularly evaluate candidates for the Board and for the position of CEO.

Review and recommend the overall corporate governance framework of the Listed Entity taking into account the Listing Rules of the Exchange, other applicable regulatory requirements and industry/international best practices.

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

A member of the Nominations and Governance Committee shall not participate in decisions relating to his/her own appointment.

NEW APPOINTMENTS AND RE-ELECTION

Any new appointment to the Board and changes to the Committees shall be immediately disclosed to the CSE.

The provisions of the Company’s Articles require a director appointed by the Board to hold office until the next Annual General Meeting (AGM) and seek re-election by the shareholders at that meeting.

BOARD DIVERSITY

The Governance Committee of Teejay PLC firmly believes that Board diversity is essential for effective governance and high-performing decision-making. The current Board comprises individuals with a broad range of experience and professional expertise aligned with Teejay’s evolving strategic priorities. While there are currently no female members on the Board, the Committee is committed to enhancing diversity and will actively seek to attract qualified candidates from a wide range of demographic, experiential, and professional backgrounds. This will be pursued within a strong culture of meritocracy, with continued emphasis on maintaining diversity in terms of skills, experience, age, and gender.

CONCLUSION

The Committee received declarations from all Directors of the Company that they meet the criteria for determining independence in terms of the Listing Rules of the Colombo Stock Exchange. All Directors including independent directors were present during the Board Meetings conducted during the year where major issues were discussed. The independent directors were consulted from time to time on matters related to their expertise and relevance.

The Committee confirms that the Corporate Governance requirements stipulated under the Listing Rules Section 9 of the CSE have been met.

 

Mr William (Bill) C McRaith
Chairman of the Nominations and Governance Committee

5 June 2025