Stewardship

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 P G Kumarasinghe Sirisena – Non-Executive Independent Director

Mr Lawrence Paratz – Non-Executive Independent Director

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 principal 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 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.

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. Salary of the CEO and senior management are reviewed annually in January, considering year-on-year inflation of the Country, organisational performance, and individual performance.

Chairman and Non–Executive Directors’ remuneration

The Chairman’s fee is determined based on the role and time commitment that is in excess of the normal level for a chairman. He is closely involved in strategy implementation and executing the Board’s strategic decisions.

The remuneration of Non-Executive Directors solely comprises of an attendance fee at meetings, which is determined by the Board of Directors as a whole. The fee for Non-Executive Directors has been reviewed in May 2018, taking into consideration the increase of their responsibility levels, time commitment, and market comparators.

Details of the overall Directors’ remuneration charged to the Group Income Statement is shown in Note 7.

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

Activities carried out during 2018

The Committee met on five occasions during the year 2018 and the activities carried out are summarised below:

• Recommendation for appointment of CEO and the COO from internally qualified staff.
• Review and recommendation of the appointment of the Group Chief Financial Officer.
• Recommendation of promotions to the position of senior management.
• Review of CEO, COO, and the Non-Executive Directors’ remuneration.
• Recommendations for service extension of senior officers with permanent and fixed-term contracts of employment.
• Performance Review of senior management.
• Recommendations on payment of annual bonus and increments for employees of SLT and its subsidiaries.
• Making a recommendation for reconstitution of Board Subcommittees and Boards of subsidiary companies.
• Performance Evaluation of Chief Executive Officer and Chief Operations Officer.
• Review of the Staff Recruitment and Promotion Scheme for revision.

On behalf of the

Remuneration and Nomination Committee

Chan Chee Beng
Chairman

21 February 2019