Stewardship and Governance

The Remuneration and Nomination Committee of the Board, whose membership is set out below, consists solely of Non-Executive Directors of whom majority are independent Directors;

• Mr Chan Chee Beng –
  Non-Executive Director (Chairman)
• Mr Lawrence Paratz –
  Independent Non-Executive Director
• Mr Rohan Fernando –
  Independent Non-Executive Director

Mr P G Kumarasinghe Sirisena, member of the Audit Committee ceased to be a member of the Company on 23 January 2020 subsequent to his resignation from the Board of SLT.

The Company Secretary functions as the Secretary of the Committee.

The Committee invites the Chief Executive Officer, Group Chief Financial Officer, Chief Human Resource Officer and external advisers to attend for all or any part of the meeting as required.

Role and responsibilities

The principle tasks of the Committee include;

• Recommend to the Board on formulation of proposals in respect of the remuneration policy of Non-Executive Directors, Chief Executive Officer of SLT and its subsidiaries and Executive Management of SLT.
• Nominate for Board’s approval suitable candidates to fill casual vacancies as the need arises.
• Review the career and development plans for the Company’s most senior members of management with a view to ensuring that there is an adequate talent pool.
• Review and recommend annual bonus payments and annual salary increments for all employees of SLT group.

The Chairman and Chief Executive Officer are fully consulted on remuneration proposals.

The Committee operates within agreed terms of reference and is committed to ensuring that remuneration arrangements align reward with performance.

Remuneration Policy

The remuneration policy is designed to reward, motivate and retain the Company’s executive team, with market competitive remuneration and benefits, to support the continued success of the business and creation of shareholder value.

The remuneration packages which are linked to individual performances are aligned with the Company’s short-term and long-term strategy. The Committee makes every endeavour to maintain remuneration levels that are sufficient to attract and retain Executive Directors and the members of the Senior Management team.

All Non-Executive Directors receive a fee for serving on the Board and serving on Board committees. They do not receive any performance related incentive payments.

The Company does not have an employee share scheme for members of the Board, who are considered as Key Management Personnel (KMP).

CEO and the Senior Management’s remuneration

The main elements of the remuneration package for the CEO and Senior Management are basic salary, benefits, and performance related annual bonus. Payment of an annual bonus depends on achievement of operating profit targets and personal goals. The salary of the CEO and the Senior Management are reviewed annually in January having regard to the year-on-year inflation of the Country, the organisational performance and the individual performance.

Non-Executive Directors’ remuneration

The Non-Executive Directors receive a fee for serving on the Board and serving on Board committees based on their attendance at meeting. They do not receive any performance related incentive payments.

Details of the overall Directors’ remuneration charged to the Group Income Statement is shown in note 7 on page 148.

The Directors have no beneficial interests in any of the Group’s subsidiary undertakings.

Activities carried out during 2019

The Committee met on six occasions during the year 2019 and the activities carried out are summarised below.

• Recommendation of promotions to the position of Senior Management
• Recommending extension of services of senior officers of permanent and fixed term of contract of employment
• Performance review of Senior Management
• Recommending payment of annual bonus and increments for employees of SLT and its subsidiaries.
• Making recommendation for reconstitution of Board subcommittees and the Boards of subsidiary companies.
• Performance Evaluation of the Chief Executive Officer and the Chief Operations Officer

On behalf of the

Remuneration and Nomination Committee

Chan Chee Beng

Chairman

3 June 2020