Board Human Resources and Remuneration Committee (BHRRC) of SDB bank was established under the Terms of Reference approved by the Board of Directors of the Bank. Its primary responsibility is to establish the conceptual framework on establishing Remuneration Policy and other key policies related to Human Resources Management and Development.

Composition of the BHRRC

The Board Human Resources and Remuneration Committee consists of Six (06) Non-Executive Directors appended below:

• Mr Thusantha Wijemanna - Chairman (BHRRC), Independent, Non-Executive Director
• Professor Sampath Amaratunge - Independent, Non-Executive Director (Appointed to the BHRRC w.e.f.24.06.2022)
• Mr Chaaminda Kumarasiri – Independent, Non-Executive Director
• Mr Prasanna Premaratna - Independent, Non-Executive Director
• Mr Naveendra Sooriyarachchi - Non- Independent, Non-Executive Director
• Mr Chandana Dissanayake - Non- Independent, Non-Executive Director (Appointed to the BHRRC w.e.f.28.10.2022)

Mr J A Lalith G Jayasinghe, Non- Independent, Non–Executive Director served as a member of the BHRRC until retired from the Board on 30.05.2022, We take this opportunity to place on record the Committees appreciation for the valuable services rendered by Mr J A Lalith G Jayasinghe as a member of the Committee.

Company Secretary of the Bank serves as the Secretary to the Committee based on the approved Terms of Reference of the Committee. Attendance of the Committee meetings is mandatory for the Chief Executive Officer and the Head of Human Resources, except when matters relating to those two positions are being discussed.

Committee Meetings of BHRRC

The Committee held ten (10) Board Human Resources and Remuneration Committee meetings during the year under review to endorse proposals related to a wide array of aspects relating to the Human Resources function of the Bank. The Committee has been able to continuously direct the HRM functions of the Bank to align with its strategic direction while complying with the regulatory and statutory framework of the Bank.

Scope and Responsibilities

The Board Human Resources and Remuneration Committee is vested in assisting the Board to discharge its responsibilities in the following areas:

• Guide the implementation of Human Resource Management and Human Resource Development functions of the Bank
• Provide guidance to ensure that HR policies and strategies are aligned with the strategic direction of the Bank
• Provide the necessary direction for fostering a performance culture within the Bank
• Ensure conformity of Bank’s HR policies and practices with labour laws, Central Bank Regulations and other applicable standards

Key HR Initiatives During the Year

During the year, the Committee comprehensively reviewed the performance of the Key Management Personnel (KMP) of the Bank for the year 2021 against the set goals and targets. BHRRC also set goals and targets for KMPs for 2022 in line with the strategic vision and direction of the Bank in 2022.

The Committee acknowledges that in addition to effective strategic planning and talent management, cultivating a work environment that supports and sustains a culture of superior performance that drives success both currently and in the future is essential and thus approved a performance-linked bonus plan for all staff according to the overall achievement of Bank level profit target. The committee also provided its approval to the Annual Training Plan.

On the direction of BHRRC the Disciplinary Code of the Bank was reviewed by the corporate management and amendments were recommended. Adhering to the Human Resources and Remuneration Policy the committee approved the promotions and recommended recruitment of Key Management Personnel during the year.

Further, the amendments recommended by BHRRC on the HR Policy and Procedure Manual of the Bank were adopted.

For and on behalf of the Board Human Resources and Remuneration Committee,

Thusantha Wijemanna
Chairman
Board Human Resources and Remuneration Committee

12 April 2023
Colombo, Sri Lanka