Corporate Governance
The Directors are responsible for ensuring the rights and interests of shareholders and are accountable to them for the overall management of the company.

Composition of the Board
The Board of Directors comprises eight non-executive Directors, including the Chairperson of the Board who is appointed by the Governor of the Central Bank of Sri Lanka in accordance with the Articles of Association of LankaClear. Two Directors represent the Central Bank of Sri Lanka, while two more represent Bank of Ceylon and People’s Bank, the two State Owned Commercial Banks of Sri Lanka. Three Directors are nominated by the Sri Lanka Banks’ Association (SLBA),two of whom represent the Private Local Commercial Banks and the other representsthe Foreign Commercial Banks operating in Sri Lanka. The Secretary General of SLBA participates as an Observer.

The Board is primarily responsible for:
  • Setting strategies, direction and establish goals for management
  • Monitoring performance against the goals and objectives
  • Ensuring adequate internal controls with the highest ethical standards
  • Ensuring of the financial wellbeing of the company
  • Appointing the Chief Executive Officer
  • Determining the remuneration of management and staff
  • Approving large value procurements
  • Reporting to shareholders
Policy
The Board’s policy is to disclose all relevant information to shareholders within the bounds of prudent commercial judgment in addition to preparing the financial statements in accordance with Sri Lanka Financial Reporting Standards and the Companies Act No. 7 of 2007.
Board Committees
The Board Audit Committee functions to strengthen the process of corporate governance. The Audit Committee meets minimum once a quarter and reviews internal audit reports and provides necessary direction to the Management for improvements and corrective action.

The Terms of Reference of the Board HR Committee include, among others,making recommendations to the Board relating to the regulation of the organization structure, salary increments, distribution of bonus, amendments to salary scales, changed to company HR policies or major changes to HR procedures and the final selection of candidates for Senior and Corporate Management positions.

The Board Risk Committee is tasked with accountability to the Board to advise the Board on risk management and assist the Board to foster a culture within the company that emphasizes and demonstrates benefits of a risk based approach to internal control and management of the company.