Bank of Ceylon seriously takes the position it holds in helping to serve its stakeholders as an engine of growth. Bank demonstrates it through its commitment to upholding the highest standards of Corporate Governance. That includes the Bank's efforts to always do business the right way for its stakeholders.
It firmly believes that a sound and effective system of governance is also fundamental in attracting and maintaining public confidence in the Bank especially because, the Government owns it and because of the pivotal and dominant role the Bank plays in the Sri Lankan economy carrying substantial influence and leadership over many matters of policy and practice.
Our Board of Directors provides oversight of the Bank's affairs and constantly works to improve and build on the Bank's Corporate Governance practices. Assisting the Board in this path, the Nomination and Corporate Governance Committee, which is a subcommittee of the Board primarily focuses on the implementation of the applicable governance rules and best practices and continuously monitor the progress.
Bank of Ceylon's management processes, structure and policies help to ensure compliance with laws and regulations and provide clear lines of authority for decision making and accountability.
The Bank is bound by the Banking Act Direction No. 11 of 2007 on Corporate Governance for Licensed Commercial Banks issued by the Central Bank of Sri Lanka. The Bank has taken steps to the best of its ability to comply with the said Direction to the extent that they are not inconsistent with the Bank of Ceylon Ordinance No. 53 of 1938 and its amendments, the statute governing the Bank, as provided for in the said Direction.
Complying with these Directions represent just one dimension of governance. The other dimension is the Bank's corporate culture. One way the Board builds and protects its culture is by following very high ethical standards. This enables the Board to set values and standards for the Bank and its staff on par with best practices, while creating trust and transparency and ensuring that its obligations to all its stakeholders are understood and met.
In its search for continuous improvement the Bank follows an incremental approach in embedding governance into its value addition process and is making conscious efforts to continually improve the governance framework and the processes beyond the applicable rules and regulations.
As a guideline for best practices in Corporate Governance the Bank uses the Code of Best Practice on Corporate Governance issued jointly by the Securities and Exchange Commission of Sri Lanka and the Institute of Chartered Accountants of Sri Lanka. Since the Bank is complying with Directions laid down in the above mentioned Banking Act Direction No. 11 of 2007, the Colombo Stock Exchange exempted the Bank from complying with the Directions stipulated in Section 7.10 of the Continuing Listing Requirements on Corporate Governance.
As Bank of Ceylon works to serve its customers and other stakeholders generating returns for its only shareholder, the Government of Sri Lanka, it understands that success is only meaningful when it is achieved the right way, with the right values. It is the key to sustaining public trust and confidence in the Bank of Ceylon, and the key to its long term success.
The disclosures below demonstrate the Bank's adherence to disclosure requirements of the above mentioned Banking Act Direction No. 11 of 2007 and subsequent amendments thereto and the Code of Best Practices on Corporate Governance issued jointly by the Securities and Exchange Commission of Sri Lanka and the Institute of Chartered Accountants of Sri Lanka. It explains the governance practices of Bank of Ceylon and action that has been taken to uphold good governance.
Compliance with the Code of Best Practice on Corporate Governance issued jointly by the Securities and Exchange Commission of Sri Lanka & the Institute of Chartered Accountants of Sri Lanka are indicated below -
The Board of Directors confirms that all the findings of the "Factual Findings Report" of the Auditor General issued under "Sri Lanka Related Services Practice Statement 4750" have been incorporated in this Corporate Governance Report. The Auditor General has confirmed to the Central Bank of Sri Lanka to this effect.
By order of the Board
Janaki Senanayake Siriwardane
Secretary, Bank of Ceylon / Secretary to the Board
18th April 2013
Colombo
