Report of the Related Party Transactions Review Committee

We are pleased to present our Report for the financial year ended 31 December 2016.

Composition of the Committee

The Committee comprise four NEDs of whom two are Independent Directors. The members of the Committee are as follows:

Ms Nilanthi Pieris – Chairperson
Mr Chan Chee Beng
Ms Lai Choon Foong
Ms Chandra Ekanayake
Ms Rohan De Silva

In compliance with the requirements of the Listing Rules of the CSE, the Chairperson of the Committee is an Independent Director.

The Company Secretary functions as the Secretary of the Committee.

Meetings of Committee

The Committee had four meetings during the financial year 2016 and the attendance at these meetings is showed in the Corporate Governance Report. The Group Chief Executive Officer, Chief Financial Officer attended all meetings by invitation.

The Chairperson of the Committee reported the proceedings and significant issues discussed at the Committee meeting to the Board after every Committee meeting. The minutes of the Committee meetings were circulated to the Board.

Objective of the Committee

The purpose of the Committee is to review all proposed related party transactions prior to being entered into or if the transaction is expressed to be conditional to such review, prior to the completion of the transactions except for transactions explicitly exempted in the Terms of Reference which is in conformity with the Listing Rules.

Policies and Procedures

The members of the Board of Directors of the Company have been identified as Key Management Personnel. In accordance with the Related Party Transaction Policy, the declarations are obtained from each Key Management Personnel of the Company for the purpose of identifying parties related to them. Based on the information furnished in these declarations, the Company retrieves data on related party transactions from the data base of the Company.

Related Party Transactions During 2016

During the year 2016, there were no non-recurrent or recurrent related party transactions that exceeded the respective thresholds mentioned in the Listing Rules of the Colombo Stock Exchange.

Details of other related party transactions entered into by the Company during the above period is disclosed in Note 33 to the Financial Statements.

On behalf of the Related Party Transactions Review Committee,

Nilanthi Pieris
Related Party Transactions Review Committee
17 April 2017