COMPOSITION OF THE COMMITTEE

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

The Members of the Remuneration Committee are as follows.

• Mr William (Bill) C McRaith (Chairman) – (IND/NED)
• Mr Shrihan B Perera – (IND/NED)
• Mr Hasitha Premaratne – (NED)

IND/NED – Independent Non-Executive Director
NED – Non-Executive Director
(Refer to Board of Directors for a brief profile of each Directors).

The Committee’s composition met the requirements of the rule 9.12.6 of Listing Rules of the Colombo Stock Exchange.

INVITEES

The Chief Executive Officer (CEO) and external advisers are invited to attend all, or any part of the meeting as required.

OBJECTIVE AND SCOPE OF THE REMUNERATION COMMITTEE

• Maintain a competitive and attractive remuneration package for Directors and Key Management Personnel on par with industry standards.
• Ensure that remuneration for Non-Executive Directors is based on a policy which adopts the principle of non-discriminatory pay practices among them to ensure that their independence is not impaired.
• Review the evaluation of the performance of the Key Management Personnel against pre-agreed goals/key performance indicators carried out by the Executive Committee Members (ExCo) and recommended rewards/promotions to the Board of Directors.
• Review the succession plans and the talent management process in respect of the Key Management Personnel of the Company.
• Evaluate strategic human resources policies applicable to the Group. Recommend to the Board on the company’s framework of remunerating the Chief Executive Officer, executive and non-executive directors, and guidelines for fair and transparent procedures for remunerating senior management, including post-employment benefits as well as terminal benefits.

The Chief Executive will report to the Committee on significant group-wide changes in salary structures and terms and conditions affecting Key Management Personnel for their review.

MEETINGS

The Committee met two times during the financial year under review.

ATTENDANCE AT REMUNERATION COMMITTEE MEETINGS

Director	20 June 2024	29 January 2025
Mr William (Bill) C McRaith
Mr Shrihan B Perera
Mr. Hasitha Premaratne

REMUNERATION POLICY

The remuneration policy is designed to attract, motivate and retain highly qualified, competent, and experienced workforce to achieve the goals and objectives of the Company and reward performance accordingly in the backdrop of industry norms to support the continued success of the business and creation of shareholder value.

PERFORMANCE APPRAISAL, REMUNERATION AND BENEFITS FOR EMPLOYEES

Performance against set goals are evaluated in an annual performance appraisal process. Rewards and recognition are based on performance achieved by each employee. A workflow-based Performance Appraisal system is in operation and is being used by all Executives to record and review performance.

The remuneration package of employees consists of a fixed component of basic salary and allowances and a variable component of various incentives and annual performance-based bonus. The employees enjoy other benefits such as meals, medical insurance, company excursion, common transport, etc.

TASKS OF REMUNERATION COMMITTEE

• Review of remuneration of the Board and Key Management Personnel.
• Evaluate the performance of Key Management Personnel against predetermined targets and goals.
• Formulate guidelines, policies, and parameters for the compensation structures for all Executive staff of the Company and review the same frequently to ensure they are in par with the market/industry rates.
• Assess and recommend to the Board of Directors the promotions of the Key Management Personnel.
• Review of succession plans and the transition plan of key members of Leadership Team.

REMUNERATION OF BOARD OF DIRECTORS

No remuneration is paid to Non-Executive Directors other than the director fees paid based on their participation at Board meetings and other Committee meetings. Details of Directors emoluments are disclosed on page 245.

CONCLUSION

The Committee wishes to report that the Company has complied with the Listing Rules of the Colombo Stock Exchange (9.12 - Remuneration Committee). The Committee is of the view that the current performance appraisal, career development, rewards and recognition processes provide a reasonable assurance that the Company’s human capital is valued and appreciated. The Committee is satisfied that the Company follows appropriate Human Resource management processes and remuneration policies designed to attract, grow, and retain employees with professional, managerial, and operational expertise who can assume leadership roles in the organisation to achieve strategic and operational objectives.

 

Mr William (Bill) C McRaith
Chairman
Remuneration Committee

5 June 2025